Exhibit 4.1 


 





Execution
Version


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.,


Depositor,


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


Midland
Loan Services, a Division of PNC Bank, National Association,

Special Servicer,


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer,


 


CITIBANK,
N.A.,

Certificate Administrator,


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

Trustee


 





 



 


POOLING
AND SERVICING AGREEMENT

Dated as of April 1, 2018


 





 



 


Commercial
Mortgage Pass-Through Certificates

Series 2018-B3


 




     


    


    

 


TABLE
OF CONTENTS





	 	 	 	 	 	 
	 	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE
    I
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Certain Calculations	 	120
	Section 1.03	 	Certain Constructions	 	125
	 	 	 	 	 
	ARTICLE
    II
	 	 	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;

    ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	 	Conveyance of Mortgage
    Loans	 	126
	Section 2.02	 	Acceptance by the
    Trustee, the Custodian and the Certificate Administrator	 	131
	Section 2.03	 	Mortgage Loan Sellers’
    Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations
    and Warranties	 	134
	Section 2.04	 	Representations
    and Warranties of the Depositor	 	149
	Section 2.05	 	Representations,
    Warranties and Covenants of the Master Servicer	 	151
	Section 2.06	 	Representations,
    Warranties and Covenants of the Special Servicer	 	153
	Section 2.07	 	Representations
    and Warranties of the Trustee	 	155
	Section 2.08	 	Representations
    and Warranties of the Certificate Administrator	 	156
	Section 2.09	 	Representations,
    Warranties and Covenants of the Operating Advisor	 	158
	Section 2.10	 	Representations,
    Warranties and Covenants of the Asset Representations Reviewer	 	159
	Section 2.11	 	Execution and Delivery
    of Certificates; Issuance of Lower-Tier Regular Interests	 	161
	Section 2.12	 	Miscellaneous REMIC
    and Grantor Trust Provisions	 	162
	 	 	 	 	 
	ARTICLE
    III
	 	 	 	 	 
	ADMINISTRATION
    AND SERVICING

    OF THE MORTGAGE LOANS
	 	 	 	 	 
	Section 3.01	 	Master Servicer
    to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	 	163
	Section 3.02	 	Liability of the
    Master Servicer	 	176
	Section 3.03	 	Collection of Certain
    Mortgage Loan Payments	 	176
	Section 3.04	 	Collection of Taxes,
    Assessments and Similar Items; Escrow Accounts	 	178


 





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	 	 	 	 	 	Page
	 	 	 	 	 
	Section 3.05	 	Collection Account;
    Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	 	180
	Section 3.05 A.	 	Loan Combination
    Custodial Account	 	184
	Section 3.06	 	Permitted Withdrawals
    From the Collection Account	 	187
	Section 3.06 A.	 	Permitted Withdrawals
    From the Loan Combination Custodial Account	 	193
	Section 3.07	 	Investment of Funds
    in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	 	198
	Section 3.08	 	Maintenance of Insurance
    Policies and Errors and Omissions and Fidelity Coverage	 	200
	Section 3.09	 	Enforcement of Due-On-Sale
    and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	 	205
	Section 3.10	 	Appraisal Reductions;
    Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	 	212
	Section 3.11	 	Trustee, Certificate
    Administrator and Custodian to Cooperate; Release of Mortgage Files	 	218
	Section 3.12	 	Servicing Fees,
    Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	220
	Section 3.13	 	Compensating Interest
    Payments	 	228
	Section 3.14	 	Application of Penalty
    Charges and Modification Fees	 	229
	Section 3.15	 	Access to Certain
    Documentation	 	230
	Section 3.16	 	Title and Management
    of REO Properties	 	232
	Section 3.17	 	Sale of Defaulted
    Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	 	236
	Section 3.18	 	Additional Obligations
    of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion
    Loan Holder	 	244
	Section 3.19	 	Lock-Box Accounts,
    Escrow Accounts	 	245
	Section 3.20	 	Property Advances	 	246
	Section 3.21	 	Appointment of Special
    Servicer; Asset Status Reports	 	250
	Section 3.22	 	Transfer of Servicing
    Between Master Servicer and Special Servicer; Record Keeping	 	256
	Section 3.23	 	Interest Reserve
    Account	 	257
	Section 3.24	 	Modifications, Waivers,
    Amendments and Other Actions	 	258
	Section 3.25	 	Additional Obligations
    With Respect to Certain Mortgage Loans	 	263
	Section 3.26	 	Certain Matters
    Relating to the Outside Serviced Mortgage Loans	 	264
	Section 3.27	 	Additional Matters
    Regarding Advance Reimbursement	 	264
	Section 3.28	 	Serviced Companion
    Loan Intercreditor Matters	 	266
	Section 3.29	 	Appointment and
    Duties of the Operating Advisor	 	269
	Section 3.30	 	Rating Agency Confirmation	 	274
	Section 3.31	 	General Acknowledgement
    Regarding Companion Loan Holders	 	277
	Section 3.32	 	Delivery of Excluded
    Information to the Certificate Administrator	 	277
	Section 3.33	 	Litigation Control	 	278
	Section 3.34	 	Resignation Upon
    Prohibited Risk Retention Affiliation	 	282



 






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	 	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE
    IV
	 	 	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	282
	Section 4.02	 	Statements to Certificateholders;
    Certain Reports by the Master Servicer and the Special Servicer	 	293
	Section 4.03	 	Compliance With
    Withholding Requirements	 	312
	Section 4.04	 	REMIC Compliance	 	313
	Section 4.05	 	Imposition of Tax
    on the Trust REMICs	 	315
	Section 4.06	 	Remittances; P&I
    Advances	 	316
	Section 4.07	 	Grantor Trust Reporting	 	322
	Section 4.08	 	Calculations	 	323
	Section 4.09	 	Secure Data Room	 	323
	 	 	 	 	 
	ARTICLE
    V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	324
	Section 5.02	 	Form and Registration	 	325
	Section 5.03	 	Registration of
    Transfer and Exchange of Certificates	 	329
	Section 5.04	 	Mutilated, Destroyed,
    Lost or Stolen Certificates	 	338
	Section 5.05	 	Persons Deemed Owners	 	338
	Section 5.06	 	Appointment of Paying
    Agent	 	339
	Section 5.07	 	Access to Certificateholders’
    Names and Addresses; Special Notices	 	339
	Section 5.08	 	Actions of Certificateholders	 	340
	Section 5.09	 	Authenticating Agent	 	341
	Section 5.10	 	Appointment of Custodian	 	342
	Section 5.11	 	Maintenance of Office
    or Agency	 	342
	Section 5.12	 	Voting Procedures	 	343
	 	 	 	 	 
	ARTICLE
    VI
	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE

    OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE

    CONTROLLING CLASS REPRESENTATIVE
	 
	Section 6.01	 	Liability of the
    Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	 	344
	Section 6.02	 	Merger or Consolidation
    of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	345
	Section 6.03	 	Limitation on Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
    Others	 	345
	Section 6.04	 	Limitation on Resignation
    of the Master Servicer, the Special Servicer or the Operating Advisor	 	347



 






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	 	 	 	 	 	Page
	 	 	 	 	 
	Section 6.05	 	Rights of the Depositor,
    the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	 	349
	Section 6.06	 	Master Servicer,
    Special Servicer as Owner of a Certificate	 	350
	Section 6.07	 	Rating Agency Fees	 	351
	Section 6.08	 	Termination of the
    Special Servicer	 	351
	Section 6.09	 	The Directing Holder
    and the Controlling Class Representative	 	358
	 	 	 	 	 
	ARTICLE
    VII
	 	 	 	 	 
	DEFAULT
	 
	Section 7.01	 	Servicer Termination
    Events	 	366
	Section 7.02	 	Trustee to Act;
    Appointment of Successor	 	372
	Section 7.03	 	Notification to
    Certificateholders	 	374
	Section 7.04	 	Other Remedies of
    Trustee	 	374
	Section 7.05	 	Waiver of Past Servicer
    Termination Events and Operating Advisor Termination Events; Termination	 	374
	Section 7.06	 	Termination of the
    Operating Advisor	 	376
	 	 	 	 	 
	ARTICLE
    VIII
	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee
    and the Certificate Administrator	 	379
	Section 8.02	 	Certain Matters
    Affecting the Trustee and the Certificate Administrator	 	382
	Section 8.03	 	Neither the Trustee
    Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	 	385
	Section 8.04	 	Trustee and Certificate
    Administrator May Own Certificates	 	387
	Section 8.05	 	Payment of Trustee/Certificate
    Administrator Fees and Expenses; Indemnification	 	387
	Section 8.06	 	Eligibility Requirements
    for the Trustee and the Certificate Administrator	 	389
	Section 8.07	 	Resignation and
    Removal of the Trustee or the Certificate Administrator	 	390
	Section 8.08	 	Successor Trustee
    or Successor Certificate Administrator	 	392
	Section 8.09	 	Merger or Consolidation
    of the Trustee or the Certificate Administrator	 	393
	Section 8.10	 	Appointment of Co-Trustee
    or Separate Trustee	 	393
	Section 8.11	 	Access to Certain
    Information	 	395
	 	 	 	 	 
	ARTICLE
    IX
	 	 	 	 	 
	TERMINATION;
    OPTIONAL MORTGAGE LOAN PURCHASE
	 
	Section 9.01	 	Termination; Optional
    Mortgage Loan Purchase	 	397



 






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	 	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE
    X
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 10.01	 	Intent of the Parties;
    Reasonableness	 	401
	Section 10.02	 	Succession; Sub-Servicers;
    Subcontractors	 	401
	Section 10.03	 	Filing Obligations	 	404
	Section 10.04	 	Form 10-D and Form
    ABS-EE Filings	 	405
	Section 10.05	 	Form 10-K Filings	 	409
	Section 10.06	 	Sarbanes-Oxley Certification	 	413
	Section 10.07	 	Form 8-K Filings	 	413
	Section 10.08	 	Annual Compliance
    Statements	 	416
	Section 10.09	 	Annual Reports on
    Assessment of Compliance With Servicing Criteria	 	417
	Section 10.10	 	Annual Independent
    Public Accountants’ Servicing Report	 	419
	Section 10.11	 	Significant Obligors	 	420
	Section 10.12	 	Indemnification	 	421
	Section 10.13	 	Amendments	 	424
	Section 10.14	 	Regulation AB Notices	 	424
	Section 10.15	 	Termination of the
    Certificate Administrator	 	424
	Section 10.16	 	Termination of the
    Master Servicer or the Special Servicer	 	425
	Section 10.17	 	Termination of Sub-Servicing
    Agreements	 	425
	Section 10.18	 	Notification Requirements
    and Deliveries in Connection With Securitization of a Serviced Companion Loan	 	425
	Section 10.19	 	Termination of Exchange
    Act Filings With Respect to the Trust	 	428
	 	 	 	 	 
	ARTICLE
    XI
	 	 	 	 	 
	ASSET
    REVIEW PROVISIONS
	 
	Section 11.01	 	Asset Review	 	428
	Section 11.02	 	Payment of Asset
    Representations Asset Review Fee and Expenses; Limitation of Liability	 	435
	Section 11.03	 	Resignation of the
    Asset Representations Reviewer	 	436
	Section 11.04	 	Restrictions of
    the Asset Representations Reviewer	 	436
	Section 11.05	 	Termination of the
    Asset Representations Reviewer	 	436
	 	 	 	 	 
	ARTICLE
    XII
	 	 	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section 12.01	 	Counterparts	 	440
	Section 12.02	 	Limitation on Rights
    of Certificateholders	 	440
	Section 12.03	 	Governing Law	 	440
	Section 12.04	 	Notices	 	441
	Section 12.05	 	Severability of
    Provisions	 	447



 






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	 	 	 	 	 	Page
	 	 	 	 	 
	Section 12.06	 	Notice to the Rule
    17g-5 Information Provider, Depositor and Each Rating Agency	 	447
	Section 12.07	 	Amendment	 	448
	Section 12.08	 	Confirmation of
    Intent	 	452
	Section 12.09	 	Third-Party Beneficiaries	 	453
	Section 12.10	 	Request by Certificateholders
    or the Serviced Companion Loan Holder	 	453
	Section 12.11	 	Waiver of Jury Trial	 	453
	Section 12.12	 	Submission to Jurisdiction	 	453
	Section 12.13	 	Exchange Act Rule
    17g-5 Procedures	 	454
	Section 12.14	 	Cooperation With
    the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements	 	459
	Section 12.15	 	PNC Bank, National
    Association	 	460


 






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TABLE
OF EXHIBITS


 


	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-AB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class X-D Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E-RR Certificate
	Exhibit A-15	Form of Class F-RR Certificate
	Exhibit A-16	Form of Class G-RR Certificate
	Exhibit A-17	Form of Class H-RR Certificate
	Exhibit A-18	Form of Class NR-RR Certificate
	Exhibit A-19	Form of Class R Certificate
	Exhibit A-20	Form of Class S Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form of Transferor Letter for Transfer of Class R Certificates
	Exhibit L-2B	Form of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Public Certificates)
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter


 






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	Exhibit L-5	Form of Transferee Certificate for Transfer of RR Interest
	Exhibit L-6	Form of Transferor Certificate for Transfer of RR Interest
	Exhibit M-1A	Form of Investor Certification for Non-Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1D	Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1E	[Reserved]
	Exhibit M-1F	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1G	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit M-1H	Form of Certification of the Controlling Class Representative
	Exhibit M-2A	Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit M-5	Form of NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	[Reserved]
	Exhibit Q	Retained Defeasance Rights and Obligations Mortgage Loans
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W-1	Form of Additional Disclosure Notification
	Exhibit W-2	Form of Additional Disclosure Notification (Accounts)
	Exhibit W-3	Form of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit Y-5	Form of Certification to be Provided to Depositor by the Custodian
	Exhibit Y-6	Form of Certification to be Provided to Depositor by the Trustee
	Exhibit Y-7	Form of Certification to be Provided to Depositor by the Asset Representations Reviewer
	Exhibit Y-8	Form of Certification to be Provided to Depositor by a Sub-Servicer


 






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	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	[Reserved]
	Exhibit FF-1	Form of Notice Regarding Outside Serviced Mortgage Loan (EOS 21, InterContinental San Francisco, Rochester Hotel Portfolio, 599 Broadway and Towers at University Town Center)
	Exhibit FF-2	Form of Notice Regarding Outside Serviced Mortgage Loan (The SoCal Portfolio)
	Exhibit FF-3	Form of Notice Regarding Outside Serviced Mortgage Loan (Twelve Oaks Mall)
	Exhibit FF-4	Form of Notice Regarding Outside Serviced Mortgage Loan (Marina Heights State Farm)
	Exhibit FF-5	Form of Notice Regarding Outside Serviced Mortgage Loan (90 Hudson)
	Exhibit FF-6	Form of Notice Regarding Outside Serviced Mortgage Loan (315 West 36th Street)
	Exhibit GG	Specified Mortgage Loans
	Exhibit HH	Form of Asset Review Report
	Exhibit II	Form of Asset Review Report Summary
	Exhibit JJ	Asset Review Procedures
	Exhibit KK	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit MM	Form of Certificate Administrator Receipt in Respect of Risk Retention Certificates










 






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Pooling
and Servicing Agreement, dated as of April 1, 2018, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Park Bridge Lender Services
LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee.


 


PRELIMINARY
STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the
Certificate Administrator will elect that two segregated portions of the Trust Fund (other than any Class S Specific Grantor Trust
Assets) be treated for federal income tax purposes as two separate REMICs (designated as the “Upper-Tier REMIC”
and the “Lower-Tier REMIC”, respectively). In addition, the parties intend that the portion of the Trust Fund
consisting of any Class S Specific Grantor Trust Assets will be treated as a grantor trust under subpart E of Part I of subchapter
J of the Code. Solely for federal income tax purposes, the Class S Certificates shall represent undivided beneficial interests
in any Class S Specific Grantor Trust Assets.


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 15 classes of uncertificated
Lower-Tier Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class
LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LH-RR and Class LNR-RR Lower-Tier Regular Interests,
respectively), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the
Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will
be evidenced by the Class R Certificates.


 




     


    


    

 


The
following table sets forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance
of, each Lower-Tier Regular Interest:


 


	Designation of
 Lower-Tier Regular Interest
	 	Interest
                                         Rate
	 	Original
 Lower-Tier
 Principal Balance

	Class LA-1	 	(1)	 	$25,000,000
	Class LA-2	 	(1)	 	$162,100,000
	Class LA-3	 	(1)	 	$66,600,000
	Class LA-4	 	(1)	 	$150,000,000
	Class LA-5	 	 	 	$315,076,000
	Class LA-AB	 	(1)	 	$46,000,000
	Class LA-S	 	(1)	 	$84,672,000
	Class LB	 	(1)	 	$49,164,000
	Class LC	 	(1)	 	$50,530,000
	Class LD	 	(1)	 	$36,800,000
	Class LE-RR	 	(1)	 	$21,924,000
	Class LF-RR	 	(1)	 	$12,291,000
	Class LG-RR	 	(1)	 	$12,291,000
	Class LH-RR	 	(1)	 	$15,022,000
	Class LNR-RR	 	(1)	 	$45,067,711





 


 



		(1)	Each
Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time.



 


The
Lower-Tier Residual Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution Account after all
distributions deemed made on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class
R Certificates in respect of the Lower-Tier Residual Interest.


 




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UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates,
each class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) the Class X-A, Class X-B
and Class X-D Certificates, each class of which evidences one or more classes of “regular interests” in the Upper-Tier
REMIC, and (iii) the Upper-Tier Residual Interest, which will be the sole class of “residual interests” in the Upper-Tier
REMIC and will also be evidenced by the Class R Certificates.


 


The
following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the
Class X-A, Class X-B and Class X-D Certificates, original Notional Amount, as applicable, for each Class of Regular Certificates:


 


	Class
Designation
	 	Approximate

Initial

Pass-Through Rate

(per annum)
	 	Original

Certificate
Balance / Original

Notional Amount

	Class
    A-1	 	2.851%	 	$25,000,000
	Class
    A-2	 	3.848%	 	$162,100,000
	Class
    A-3	 	3.746%	 	$66,600,000
	Class
    A-4	 	3.761%	 	$150,000,000
	Class
    A-5	 	4.025%	 	$315,076,000
	Class
    A-AB	 	3.965%	 	$46,000,000
	Class
    X-A(1)	 	0.655%	 	$849,448,000
	Class
    X-B(1)	 	0.262%	 	$49,164,000
	Class
    X-D(1)	 	1.500%	 	$36,800,000
	Class
    A-S	 	4.195%	 	$84,672,000
	Class
    B	 	4.295%	 	$49,164,000
	Class
    C	 	4.557%	 	$50,530,000
	Class
    D	 	3.057%	 	$36,800,000
	Class
    E-RR	 	4.557%	 	$21,924,000
	Class
    F-RR	 	4.557%	 	$12,291,000
	Class
    G-RR	 	4.557%	 	$12,291,000
	Class
    H-RR	 	4.557%	 	$15,022,000
	Class
    NR-RR	 	4.557%	 	$45,067,711



 

 




		(1)	The
Class X-A, Class X-B and Class X-D Certificates will not have Certificate Balances; rather, each such Class of Certificates will
accrue interest as provided herein on the related Notional Amount.



 


The
Upper-Tier Residual Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not 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 with respect to the Regular Certificates, will be distributed to
the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


 






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The
following table sets forth, with respect to each Class of Principal Balance Certificates, the corresponding Lower-Tier Regular
Interest (the “Corresponding Lower-Tier Regular Interest”) and the corresponding component of the Class X Certificates
(the “Corresponding Component”). Each Class of Principal Balance Certificates constitutes the “Corresponding
Certificates” with respect to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component
(if any) for that Class.


 


 


 


	Class
Designation
	 	Corresponding

Lower-Tier
Regular

Interest(1)
	 	Corresponding

Component(1)

	Class
    A-1	 	LA-1	 	Class
    A-1
	Class
    A-2	 	LA-2	 	Class
    A-2
	Class
    A-3	 	LA-3	 	Class
    A-3
	Class
    A-4	 	LA-4	 	Class
    A-4
	Class
    A-5	 	LA-5	 	Class
    A-5
	Class
    A-AB	 	LA-AB	 	Class
    A-AB
	Class
    A-S	 	LA-S	 	Class
    A-S
	Class
    B	 	LB	 	Class
    B
	Class
    C	 	LC	 	N/A
	Class
    D	 	LD	 	Class
    D
	Class
    E-RR	 	LE-RR	 	N/A
	Class
    F-RR	 	LF-RR	 	N/A
	Class
    G-RR	 	LG-RR	 	N/A
	Class
    H-RR	 	LH-RR	 	N/A
	Class
    NR-RR	 	LNR-RR	 	N/A



 


 



		(1)	The
Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect to any Class of Principal Balance
Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.



 


GRANTOR
TRUST


 


The
portion of the Trust Fund consisting of any Class S Specific Grantor Trust Assets shall be treated as a grantor trust under subpart
E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. The Class S Certificates
shall represent undivided beneficial interests in the Grantor Trust. As provided herein, the Certificate Administrator shall not
take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be
treated as part of either Trust REMIC.


 


LOAN
COMBINATIONS


 


The
following table (the “Loan Combination Table“) identifies, by loan number for the related Mortgage Loan and
name of the related Mortgaged Property or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule),
each of the Loan Combinations related to the Trust as of the Closing Date, and further, with respect to each such Loan Combination,
sets forth or otherwise identifies as of the Closing Date: (1) whether the subject Loan Combination is a Serviced Loan Combination,
an Outside Serviced Loan Combination or a Servicing Shift Loan Combination; (2) in the case of an Outside Serviced Loan Combination,
the applicable Outside Servicing Agreement; (3) the date of the related Co-Lender Agreement; and


 






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(4) the Note(s) that evidences
or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any
related Subordinate Companion Loan(s).


 


	Loan
    No.

for related

Mortgage

Loan	Name
    of related 

Mortgaged

 Property or 

Portfolio of 

Mortgaged 

Properties	Servicing

Type	Outside

Servicing

Agreement	Date
    of 

Co-Lender

Agreement	Mortgage

Loan	Pari
Passu

Companion

Loans(s)	Subordinate

Companion

Loan(s)
	2	EOS
    21	Outside
    Serviced	Benchmark
    2018-B2 PSA	February
    27, 2018	Note
    A-2	Note
    A-1 and 

    Note A-3	N/A
	3	The
    SoCal Portfolio	Outside
    Serviced	CGCMT
    2018-B2 PSA	February
    28, 2018	Note
    A-1-2 and Note A-1-3	Note
    A-1-1, Note A-1-4, Note A-2-1 and 

    Note A-2-2	N/A
	4	Twelve
    Oaks Mall	Outside
    Serviced	GSMS
    2018-GS9 PSA	March
    14, 2018	Note
    A-3-1	Note
    A-1, Note A-2 and 

    Note A-3-2	Note
    B-1, Note B-2 and 

    Note B-3
	5	InterContinental
    San Francisco	Outside
    Serviced	Benchmark
    2018-B2 PSA	February
    27, 2018	Note
    A-2, Note A-4 and Note A-5	Note
    A-1 and 

    Note A-3	N/A
	7	Marina
    Heights State Farm	Outside
    Serviced	GSMS
    2017-FARM TSA	December
    29, 2017	Note
    

    A-2-C1	Note
    A-1-S, Note A-1-C1, Note A-1-C2, Note A-2-C2, Note A-2-C3, Note A-2-C4 and 

    Note A-2-C5	N/A
	8	CrossPoint	Serviced	N/A	January
    25, 2018	Note
    A-1, Note A-7 and 

    Note A-10	Note
    A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-8 and

Note A-9 	N/A
	9	Marriott
    Charlotte City Center	Serviced	N/A	January
    31, 2018	Note
    A-3	Note
    A-1 and

    Note A-2	N/A
	10	Rochester
    Hotel Portfolio	Outside
    Serviced	Benchmark
    2018-B2 PSA	January
    31, 2018	Note
    

    A-3 and Note A-4-B	Note
    A-1, Note A-2 and Note A-4-A	N/A
	12	599
    Broadway	Outside
    Serviced	Benchmark
    2018-B2 PSA	February
    27, 2018	Note
    A-2	Note
    A-1	N/A
	15	315
    West 36th Street	Servicing
    Shift(1)	N/A(2)	April
    10, 2018	Note
    A-2	Note
    A-1 and Note A-3	N/A
	16	90
    Hudson	Outside
    Serviced	Benchmark
    2018-B1 PSA	January
    31, 2018	Note
    A-2-B	Note
    A-1 and Note A-2-A	N/A



 






    -5-


     


    

 





	Loan
    No.

for related

Mortgage

Loan	Name
    of related 

Mortgaged

 Property or 

Portfolio of 

Mortgaged 

Properties	Servicing

Type	Outside

Servicing

Agreement	Date
    of 

Co-Lender

Agreement	Mortgage

Loan	Pari
Passu

Companion

Loans(s)	Subordinate

Companion

Loan(s)
	17	Atrium
    Center	Serviced	N/A	January
    31, 2018	Note
    A-3	Note
    A-1 and Note A-2	N/A
	22	Oak
    Portfolio	Serviced	N/A	February
    12, 2018	Note
    A-1	Note
    A-2	N/A
	33	Towers
    at University Town Center	Outside
    Serviced	Benchmark
    2018-B2 PSA	January
    31, 2018	Note
    A-1-B	Note
    A-1-A and Note A-2	N/A



 


 




		(1)	The
related Servicing Shift Lead Note is Note A-1.





		(2)	As
of the Closing Date, a Servicing Shift Loan Combination will be a Serviced Loan Combination serviced pursuant to this Agreement.
On and after the related Servicing Shift Date, a Servicing Shift Loan Combination will be an Outside Serviced Loan Combination
serviced pursuant to the Outside Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note.



 


CREDIT
RISK RETENTION


 


On
the Closing Date, the initial Retaining TPP MOA is purchasing from the Initial Purchasers for cash the Class E-RR, Class F-RR,
Class G-RR, Class H-RR and Class NR-RR Certificates. The Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates
that the initial Retaining TPP MOA is purchasing are collectively referred to in this Agreement as the “RR Interest.”


 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,092,537,712.


 


In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee agree as follows:


 


Article
I



DEFINITIONS


 


Section
1.01     Defined Terms. Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this Article.


 


“10-K
Filing Deadline”: As defined in Section 10.05 of this Agreement.


 






    -6-


     


    

 


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


 


“AB
Loan Combination” A Loan Combination that includes a Subordinate Companion Loan. The only AB Loan Combinations related
to the Trust as of the Closing Date are those with related Notes listed in the Loan Combination Table under the column heading
“Subordinate Companion Loan(s).”


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Outside Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Outside Servicing 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 (2) as to which
an Appraisal Reduction Amount is not in effect.


 


“Accelerated
Mezzanine Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under
a Mortgage Loan or Loan Combination) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the equity collateral pledged to secure that mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and with the consent of the related Directing Holder (unless, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) (other than with respect
to any Mortgage Loan that is an Excluded Mortgage Loan)), that (i) such insurance is not available at commercially reasonable
rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near
the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained
by such owners at current market rates), or (ii) such insurance is not available at any rate; provided, however,
that the related Directing Holder shall be required to respond to the Special Servicer’s request for such consent (or be
deemed to have provided such consent) within the time period in Section 6.09(a) with respect to Acceptable Insurance Defaults;
provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Special Servicer to consult with the related Directing Holder, the Special Servicer
shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing
Standard, may rely on the opinion of an insurance consultant.


 


“Accrued
Component Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class
X Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component
outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be


 






    -7-


     


    

 


calculated on a 30/360 Basis and,
with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month
in which such Distribution Date occurs.


 


“Act”
or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period
in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


 


“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.


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer,
each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator, who is not an
Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of
the Underwriters who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the
provisions of Regulation AB.


 


“Additional
Servicing Compensation”: As defined in Section 3.12(a) of this Agreement.


 


“Additional
Special Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained
in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund,


 






    -8-


     


    

 


(iv) unanticipated, non-Mortgage
Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal,
state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses that are
expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related
or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection
from a Mortgagor.


 


“Administrative
Cost Rate”: As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor
Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual Property Royalty License
Fee Rate and the Trustee/Certificate Administrator Fee Rate.


 


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


 


“Advance
Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for
which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days
from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less
any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance
made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date),
interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace
period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided,
further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly
Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer
Remittance Date.


 


“Advance
Rate”: A per annum rate equal to the Prime Rate, compounded annually.


 


“Affected
Loan(s)”: As defined in Section 2.03(a) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in 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. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.01(a).


 






    -9-


     


    

 


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


 


“A.M.
Best”: A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence,
“A.M. Best” 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 and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the
equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


 


“Ancillary
Fees”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient
or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges,
Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.


 


“Anticipated
Repayment Date” or “ARD: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage Loan
commences accruing interest at its Revised Rate.


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant
to Section 9.01(c) of this Agreement.


 


“Applicable
Laws”: As defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively, of this
Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including
any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided,
however, that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer
or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate
less the Servicing Fee Rate and, if applicable, shall be exclusive of Excess Interest; and provided, further, that
for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification
of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the applicable Outside Servicing Agreement,
or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 


“Applicable
S&P Permitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less,
the short term obligations of which are rated at least “A-1” by S&P, (B) in the case of such investments with
maturities of sixty (60) days or less, but more than thirty (30) days, the short term obligations of which are rated at least
“A-1” by S&P, (C) in the case of such investments with maturities of three months or less, but more than sixty
(60) days, the short term obligations of which are rated “A-1+” by S&P (or at least “A-1” by S&P,
if the long term obligations of which are rated at least “AA-” by S&P), (D) in the case of such investments with
maturities of six months or less, but more than three (3) months, the short term obligations of which are rated “A-1+”
by S&P (or at least “A-1” by S&P, if the long term 


 






    -10-


     


    

 


obligations
of which are rated at least “AA-” by S&P), and (E) in the case of such investments with maturities of 365 days
or less, but more than six months, the short term obligations of which are rated “A-1+” by S&P (or at least “A-1”
by S&P, if the long term obligations of which are rated at least “AA-” by S&P).


 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount
equal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination)
as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the
related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost of
which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)),
minus such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying any
obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special
Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced Mortgage Loan (or
Serviced Loan Combination) as of the date of the calculation over (ii) the sum, as of the Due Date occurring in the month of the
date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum rate equal to its Mortgage Rate (and with
respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at the related Mortgage Rate), (B)
all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed
from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate in
respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and unpaid real estate taxes and
assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect
to such Serviced Mortgage Loan (or Serviced Loan Combination) (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, and/or for which funds
have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long as the Special
Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal
has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance
with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall obtain an Appraisal, the costs
of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance). The Master Servicer shall
provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate
or recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information
within four (4) Business Days of the Special


 






    -11-


     


    

 


Servicer’s reasonable written request. None of the Master Servicer, the Trustee
or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date occurring
on or after the receipt of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction
Amount to take into account such Appraisal and such information, if any, reasonably requested by the Special Servicer from the
Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing,
if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained within
120 days following the events described in the applicable clause of the definition “Appraisal Reduction Event” (without
regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the
amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan will equal
25% of the Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon receipt of an Appraisal,
however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be recalculated in
accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction
Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect
to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other
Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of
which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and
paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), provided,
however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold
within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale
is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine and report to the
Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage
Loan (or Serviced Loan Combination), and each of those parties shall be entitled to rely conclusively on such determination by
the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal to the Master Servicer and the Certificate
Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the
next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as of the date of each such subsequent
Appraisal or letter update.


 


Upon
payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal
Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event
has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become
a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan
becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and
is continuing with respect to such Serviced Loan.


 


Appraisal
Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate
Companion Loan(s) (up to the


 






    -12-


     


    

 


outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and
any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding
principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 


Notwithstanding
the foregoing, with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any
“appraisal reduction amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the
applicable Outside Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and
that is allocable to such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender
Agreement. The parties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer.
By their acceptance of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Outside
Servicing Agreement and the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount”
will be calculated under the applicable Outside Servicing Agreement by the applicable party thereto.


 


“Appraisal
Reduction Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes
a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which
does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after
the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if the related
Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special
Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special
Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after the date on which the
Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar
official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after
the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains
outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If
an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Loan Combination, then
an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal
Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination, then an Appraisal
Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion
Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all Classes of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify the Master Servicer and the
Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.


 






    -13-


     


    

 


“Appraised
Value”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property
securing an Outside Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by
an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement, and
(ii) with respect to each Mortgaged Property securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto,
as determined pursuant to the Outside Servicing Agreement.


 


“Appraised-Out
Class”: Any Class of Control Eligible Certificates the Certificate Balance of which (taking into account the allocation
of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class)
has been reduced to less than 25% of its initial Certificate Balance.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the
Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and
market.


 


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


 


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


 


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


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest,
or any successor Asset Representations Reviewer as herein provided.


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 11.02(b).


 


“Asset
Representations Reviewer Ongoing Fee”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Ongoing Fee Rate”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 11.05(a).


 


“Asset
Review”: A review of the compliance of each Delinquent Loan with the representations and warranties of the applicable
Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.


 


“Asset
Review Notice”: As defined in Section 11.01(a).


 






    -14-


     


    

 


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


 


“Asset
Review Report”: As defined in Section 11.01(b)(vii)(C).


 


“Asset
Review Report Summary”: As defined in Section 11.01(b)(vii).


 


“Asset
Review Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. Except as otherwise expressly set forth in 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 when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an
aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Mortgage Loans) held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent
Loans and the aggregate outstanding principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust.


 


“Asset
Review Vote Election”: As defined in Section 11.01(a).


 


“Asset
Status Report”: As defined in Section 3.21(b) of this Agreement.


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement
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.


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption
fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this
Agreement.


 






    -15-


     


    

 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties 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 Loan Holders) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business Day
immediately preceding the related Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without
duplication):


 


(i)         Monthly
Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, that are due
on a Due Date (without regard to grace periods) that occurs after the related Determination Date;


 


(ii)        payments
(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance
Proceeds, Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent
to the related Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s interest
in any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


 


(iii)       amounts
payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section
3.06(a) of this Agreement;


 


(iv)       Yield
Maintenance Charges;


 


(v)        Excess
Interest on the ARD Mortgage Loan(s);


 


(vi)       Penalty
Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


 


(vii)      all
amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and


 


(viii)     with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest
Reserve Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance
of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject
Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit
in the Collection Account;


 






    -16-


     


    

 


(b)          if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount
allocable to the Mortgage Loans transferred from any REO Account or Loan Combination Custodial Account to the Collection Account
for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and
(ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property
in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such remittances are received,
as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance
Date;


 


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans
(including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already
deducted from Available Funds pursuant to clause (a)(iii) of this definition); 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), commencing in 2019, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement.


 


Notwithstanding
the investment of funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit
in such account.


 


“Balloon
Loan”: Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides
for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest
on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based
on a 360-day year consisting of twelve 30-day months.


 


“Balloon
Payment”: With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date
of such Mortgage Loan in excess of the related Monthly Payment.


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates, a fraction
(a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount
rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the
yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents) and
(b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate
used in accordance with the


 






    -17-


     


    

 


related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the
yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided,
however, that under no circumstances shall the Base Interest Fraction be greater than one. If the discount rate referred
to in the preceding sentence is greater than or equal to both of (x) the Mortgage Rate on the related Mortgage Loan and (y) the
Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero, and if such discount
rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the
preceding sentence, then the Base Interest Fraction shall equal one.


 


“Benchmark
2018-B1 PSA”: The Pooling and Servicing Agreement, dated as of January 1, 2018, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the Benchmark 2018
B-1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B1 were issued.


 


“Benchmark
2018-B2 PSA”: The Pooling and Servicing Agreement, dated as of February 1, 2018, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as
special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with
the terms thereof, pursuant to which the Benchmark 2018-B2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B2 were issued.


 


“Borrower
Delayed Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor
is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related
Mortgage Loan.


 


“Borrower
Party”: Either (i) a borrower under a Mortgage Loan or Loan Combination, a Mortgagor or a manager of a related Mortgaged
Property or any Affiliate of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial
owner) of any Accelerated Mezzanine Loan.


 


“Borrower-Related
Party”: As defined in Section 3.33 of this Agreement.


 


“Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Business
Day”: Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank
of New York or banking institutions in the States of New York, Pennsylvania, Kansas and Delaware, the cities in which the principal
offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in


 






    -18-


     


    

 


which the Corporate
Trust Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or
governmental decree to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by
the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the
Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year
U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in
the most recent Appraisal (or update of such Appraisal).


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class NR-RR, Class S and Class R Certificate, in any event issued,
authenticated and delivered hereunder.


 


“Certificate
Administrator”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate
Administrator appointed as herein provided.


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at https://sf.citidirect.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates outstanding at any time, (a) as of any date of
determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such
Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Principal Balance Certificates
on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon
and allocations of Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Balance
on such prior Distribution Date (as and to the extent provided in Section 4.01(f) of this Agreement) in connection with
recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans.


 


“Certificate
Factor”: With respect to any Class of Principal Balance Certificates or Class X Certificates, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or
Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Balance or related initial
Notional Amount, as the case may be.


 






    -19-


     


    

 


“Certificate
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to
acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person provide evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Certificate Owner hereunder.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification
by or on behalf of such Certificate Owner or potential transferee); provided, however, that


 


(a)
solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting
on amendments to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other
matter specifically involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller
or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate
registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and
the Voting Rights to which it is entitled 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;


 


(b)
solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate
beneficially owned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained (provided, that notwithstanding the foregoing, for purposes
of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an
Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with
respect to giving consent and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and


 


(c)
if the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the
Controlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the
Controlling Class (other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such


 






    -20-


     


    

 


party is
an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).


 


For
the avoidance of doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and
exercising its rights in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special
Servicer Mortgage Loan.


 


“Certificateholder
Quorum”: A quorum that: (a) for purposes of Section 6.08(a) and 11.05(b) of this Agreement, consists of
the Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the allocation of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance Certificates)
of all Certificates (other than the Class S and Class R Certificates), on an aggregate basis; and (b) for purposes of Section
6.08(b) of this Agreement, consists of the Holders of Certificates evidencing at least 20% of the aggregate of the Certificate
Balances of all Certificates, with such quorum including at least three (3) Holders (or, where Global Certificates are involved,
at least three (3) underlying Certificate Owners) that are not Risk Retention Affiliated with each other.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(f) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Certificateholder”: As defined in Section 5.07(a) of this Agreement.


 


“Certifying
Person”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.08 of this Agreement.


 


“CGCMT
2018-B2 PSA”: The Pooling and Servicing Agreement, dated as of March 1, 2018, between Citigroup Commercial Mortgage
Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners,
LLC as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A.,
as certificate administrator, and Wilmington Trust, National Association, as trustee, pursuant to which the Citigroup Commercial
Mortgage Trust 2018-B2, Commercial Mortgage Pass-Through Certificates, Series 2018-B2 were issued.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


 


“Class
A-1 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


 


“Class
A-1 Component”: The Component having such designation.


 






    -21-


     


    

 


“Class
A-1 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.851%.


 


“Class
A-2 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


 


“Class
A-2 Component”: The Component having such designation.


 


“Class
A-2 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.848%.


 


“Class
A-3 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


 


“Class
A-3 Component”: The Component having such designation.


 


“Class
A-3 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.746%.


 


“Class
A-4 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class
A-4 Component”: The Component having such designation.


 


“Class
A-4 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.761%.


 


“Class
A-5 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class
A-5 Component”: The Component having such designation.


 


“Class
A-5 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 4.025%.


 


“Class
A-AB Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 


“Class
A-AB Component”: The Component having such designation.


 


“Class
A-AB Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.965%.


 






    -22-


     


    

 


“Class
A-AB Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution
Date set forth on Exhibit BB to this Agreement.


 


“Class
A-S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto.


 


“Class
A-S Component”: The Component having such designation.


 


“Class
A-S Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 4.195% and (b)
the WAC Rate for such Distribution Date.


 


“Class
B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto.


 


“Class
B Component”: The Component having such designation.


 


“Class
B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 4.295% and (b) the
WAC Rate for such Distribution Date.


 


“Class
C Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.


 


“Class
C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class
D Component”: The Component having such designation.


 


“Class
D Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date minus 1.500%.


 


“Class
E-RR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 


“Class
E-RR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
E-RR Transfer”: As defined in Section 6.09(h) of this Agreement.


 


“Class
F-RR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


 






    -23-


     


    

 


“Class
F-RR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
G-RR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto.


 


“Class
G-RR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
H-RR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto.


 


“Class
H-RR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
NR-RR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto.


 


“Class
NR-RR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


 


“Class
R Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto. The Class R Certificates have no Pass-Through Rate, Certificate
Balance or Notional Amount.


 


“Class
S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto and evidencing an undivided beneficial interest in the
Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest collected on the ARD
Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account.


 


“Class
X Certificates”: The Class X-A Certificates, the Class X-B Certificates and/or the Class X-D Certificates, as the context
requires.


 


“Class
X Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to: (a) in the
case of the Class D Component, 1.500% and (b) in the case of each other Component, (i) the WAC Rate for such Distribution Date,
minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 






    -24-


     


    

 


“Class
X-A Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class
X-A Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5 Component,
Class A-AB Component and Class A-S Component, each of which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class
X-A Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 


“Class
X-A Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class
X-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


 


“Class
X-B Component”: The Class B Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class
X-B Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional
Amount of the Class X-B Component.


 


“Class
X-B Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution
Date.


 


“Class
X-D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class
X-D Component”: The Class D Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class
X-D Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


 






    -25-


     


    

 


“Class
X-D Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such Distribution
Date.


 


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


 


“Clearstream”:
Clearstream Banking, société anonyme, and its successors in interest.


 


“Closing
Date”: April 10, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender
Agreement”: With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among
noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date
of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s),
as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender
Agreement exists with respect to each Loan Combination as of the Closing Date.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised
Value for the related Mortgaged Property or 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 an Outside 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 Certificate Administrator, the Master Servicer (in the case of calculations
made by the Special Servicer), the Special Servicer (in the case of calculations made by the Master Servicer) and the Operating
Advisor (other than with respect to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review,
recalculate and/or verify pursuant to Section 3.29) shall be entitled to conclusively rely on the Master Servicer’s
or the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


 






    -26-


     


    

 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of
this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B3” and which must be an Eligible Account.


 


“Collection
Period”: With respect any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period
for the initial Distribution Date, with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately
following the Due Date for such Mortgage Loan or Companion Loan in the month preceding the month in which that Distribution Date
occurs (or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding
month)) and ending on and including the Determination Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.07(a) of this Agreement.


 


“Companion
Loan”: With respect on any Loan Combination, as defined in the definition of “Loan Combination.” If, with
respect to any Loan Combination, any promissory note evidencing a related Companion Loan is split and replaced with 2 or more
replacement promissory notes, each such related promissory note will evidence a separate Companion Loan with respect to such Loan
Combination. Each Companion Loan is either a Pari Passu Companion Loan or a Subordinate Companion Loan. In the case of a Companion
Loan serviced under this Agreement, the term “Companion Loan” shall include a REO Companion Loan.


 


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


 


“Companion
Loan Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related
Companion Loan Holder.


 


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


 


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


 






    -27-


     


    

 


Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion
Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion
Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion
Loan Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation”
in this Agreement.


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement
to cover Prepayment Interest Shortfalls.


 


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4
Component, Class A-5 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B Certificates, the
Class B Component; and with respect to the Class X-D Certificates, the Class D Component.


 


“Component
Notional Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal
Balance of the Corresponding Lower-Tier Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage; provided that, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be
limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in connection
with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Consent
Fees”: With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent
or approval (or review thereof) required or requested pursuant to the terms of the Loan Documents that does not involve a modification
evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.


 


“Consultation
Election Notice”: As defined in Section 2.03(g).


 


“Consultation
Requesting Certificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election
Notice.


 


“Consultation
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater
than 25% of the initial Certificate Balance of that Class of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Consultation Termination Event shall in no event
exist at any time that the Certificate Balance of each Class of


 






    -28-


     


    

 


Principal Balance Certificates senior to the Control Eligible
Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts). With respect
to Excluded Mortgage Loans, a Consultation Termination Event shall be deemed to exist.


 


“Control
Eligible Certificates”: Any of the Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates.


 


“Control
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance
with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of such Class
of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided,
however, that a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of Principal
Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of
Cumulative Appraisal Reduction Amounts). With respect to Excluded Mortgage Loans, a Control Termination Event shall be deemed
to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount allocable to such Class in
accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such Class;
provided, however, that (except under the circumstances set forth in the following proviso) if no Class of Control
Eligible Certificates meets the preceding requirement, then the Class E-RR Certificates will be the Controlling Class; and provided,
further, however, that if, at any time the aggregate outstanding Certificate Balance of the Classes of Principal
Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of
any Cumulative Appraisal Reduction Amount), then the Controlling Class shall be the most subordinate Class of Control Eligible
Certificates that has an outstanding Certificate Balance greater than zero (without regard to the allocation of any Cumulative
Appraisal Reduction Amount). The Controlling Class as of the Closing Date will be the Class NR-RR Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Administrator from time to time.


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least a majority
of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator by
the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special
Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that,
(i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from
the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate Balance of the Controlling
Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling
Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class,
as


 






    -29-


     


    

 


identified (in writing with contact information) to the Certificate Administrator (who shall notify the Master Servicer, the
Special Servicer and the Operating Advisor). If, upon the occurrence of any of the events or circumstances specified in clauses
(i), (ii) or (iii) above, the Controlling Class Certificateholder that owns Certificates representing the
largest aggregate Certificate Balance of the Controlling Class has not been identified to the Certificate Administrator (and thereby
the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer shall have no obligation to obtain
the consent of, or consult with, any Controlling Class Representative until notified of the identity of such largest Controlling
Class Certificateholder or otherwise notified of the identity of the Controlling Class Representative as provided in this Agreement.
No Person may exercise any of the consent or consultation rights and powers of the Controlling Class Representative with respect
to an Excluded Mortgage Loan.


 


The
initial Controlling Class Representative on the Closing Date shall be KKR Real Estate Credit Opportunity Partners Aggregator I
L.P., and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume KKR Real Estate Credit
Opportunity Partners Aggregator I L.P. is the Controlling Class Representative on behalf of the Controlling Class Certificateholders,
until the Certificate Administrator, the Master Servicer, the Special Servicer and each other Controlling Class Certificateholder
receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that KKR Real Estate Credit
Opportunity Partners Aggregator I L.P. is no longer the Holder (or Certificate Owner) of a majority of the applicable Controlling
Class.


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee
is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee Benchmark 2018-B3, and (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey
07310, Attention – Securities Window, and for all other purposes, except as specifically set forth herein, 388 Greenwich
Street, New York, New York 10013, Attention: Global Transaction Services, Benchmark 2018-B3.


 


“Corrected
Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition
of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced
Loan or a related Mortgaged Property becoming an REO Property).


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


 


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates or
Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Principal Balance
Certificates or Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is
a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to


 






    -30-


     


    

 


such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so
long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


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


 


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


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for


 






    -31-


     


    

 


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”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, 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®
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 as of the Closing Date on the CREFC® Website, or such other form for the presentation
of such information and containing such additional information as may from time to time be approved by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: 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.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any REO Mortgage 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, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage
Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close
of business on the Distribution Date in the related Interest


 






    -32-


     


    

 


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 is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage 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 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®
Investor Reporting Package (IRP)”: Collectively: (a) the following eight data files (and any other files as may
be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package
(IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii)
CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi)
CREFC® Collateral Summary File, (vii) CREFC® Special Servicer Loan File and (viii) CREFC®
Schedule AL File;


 


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


 


(c)          the
following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal
Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of
Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®
Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC®
Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template,
(ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template,
(xi) CREFC® REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions
Template; (xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption
Modification Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense
Template; and


 


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


 






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


 


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


 


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


 


“CREFC®
NOI Adjustment Worksheet”: 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 approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Operating Statement Analysis Report”: The monthly 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


 






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such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


“CREFC®
REO Status Report”: The 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 required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB
and Item 601(b)(102) of Regulation S-K and otherwise called for therein, or such other form containing such required information
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


“CREFC®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form


 






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


 


“CREFC®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying
each Performing Serviced Loan satisfying the “CREFC® 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®
Significant Insurance Event Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date
on the CREFC® Website, or such other form for the presentation of such information and containing such additional information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“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”: The report in the “Total 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.


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation, and its successors in interest.


 


“CREFI
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2018, by and between CREFI
and the Depositor.


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups
included as assets of the Trust as of the Closing Date.


 


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


 






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“Cross-Over
Date”: The first Distribution Date as of which (without regard to any distribution of the Principal Distribution Amount
on such Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class
G-RR, Class H-RR and Class NR-RR Certificates have been reduced to zero due to the application of Realized Losses.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate
Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination
of any Cumulative Appraisal Reduction Amount. None of the Master Servicer (except if such Cumulative Appraisal Reduction Amount
consists solely of Collateral Deficiency Amounts calculated with respect to one or more Outside Serviced Mortgage Loans), the
Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount. The Special Servicer
shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency
Amount with respect to an Outside Serviced Mortgage Loan.


 


“Cure/Contest
Period”: As defined in Section 11.01(b)(vii).


 


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


 


“Custodian”:
Any custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the
Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be
the Depositor, a Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian.


 


“Cut-Off
Date”: With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any
Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under
the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 


“Cut-Off
Date Balance”: With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such
Mortgage Loan or Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal
due on or before such date, whether or not received.


 


“DBNY”:
Deutsche Bank AG, New York Branch, and its successors in interest.


 


“DBRS”:
DBRS, Inc. or its successors in interest.


 






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“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month
period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced
by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon
Payments) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided that
with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified
on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and
then paying principal and interest, the related Monthly 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”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage
of time or the giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination,
if applicable).


 


“Default
Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued
in respect of such Mortgage Loan or Serviced Companion Loan as provided in the related 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.


 


“Default
Rate”: With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues
on such Mortgage Loan or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or
Serviced Companion Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted
Loan”: A Serviced Loan (i) that is delinquent at least sixty days in respect of its Monthly 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 Note and without regard to any acceleration of payments under the related Mortgage and Note
or (ii) 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 Note.


 


“Defaulted
Mortgage Loan”: A Mortgage Loan that is a Defaulted Loan.


 


“Defaulted
Serviced Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or
Serviced Companion Loan is a Defaulted Loan.


 


“Defeasance
Loan”: Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


 


“Defective
Mortgage Loan”: As defined in Section 2.03(a) of this Agreement.


 






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


 


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


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Monthly Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.


 


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


 


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


 


“Designated
Site”: The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan
Sellers, initially located at www.intralinks.com.


 


“Determination
Date”: The sixth day of each calendar month (or, if the sixth day of that month is not a Business Day, the next Business
Day), commencing in May 2018.


 


“Diligence
File”: With respect to each Mortgage Loan, collectively the following documents in electronic format:


 


(a)           A
copy of each of the following documents:


 


(i)         (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
on behalf of the Certificateholders or in blank, and further showing a complete, unbroken chain of endorsement from the originator
(if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost,
a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
the executed Note for each related Serviced Companion Loan;


 






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(ii)        the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage
Loan Seller);


 


(iv)       final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument
being modified is a recordable document;


 


(v)        the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced
Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which
may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the
title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 


(vi)       the
Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable), if any, and any ground
lessor estoppel;


 


(vii)      the
related Loan Agreement, if any;


 


(viii)     the
guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(ix)       the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(x)        the
environmental indemnity from the related Mortgagor, if any;


 


(xi)       the
related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage)
and, if applicable, any intervening assignments thereof;


 


(xii)      any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of
such Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee


 






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prior to the Trustee
and UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of
such assignment submitted or to be submitted for filing), if in the possession of the applicable Mortgage Loan Seller;


 


(xiii)     in
the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the
related intercreditor agreement;


 


(xiv)     any
related environmental insurance policy;


 


(xv)      any
letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;


 


(xvi)     any
related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit
of the Certificateholders the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request
be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the
notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the
related Serviced Loan Combination and any related assignment thereof; and


 


(xvii)    in
the case of a Mortgage Loan that is part of a Loan Combination, the related Co-Lender Agreement;


 


(b)          a
copy of any engineering reports or property condition reports;


 


(c)          other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a
rent roll;


 


(d)          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;


 


(e)          a
copy of 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), if any, delivered in connection with
the closing of the related Mortgage Loan;


 


(f)           a
copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing
of the related Mortgage Loan;


 


(g)          a
copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;


 






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(h)         for
any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of the lease;


 


(i)          a
copy of the applicable Mortgage Loan Seller’s asset summary;


 


(j)          a
copy of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)         a
copy of all zoning reports;


 


(l)          a
copy of financial statements of the related Mortgagor;


 


(m)        a
copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)         a
copy of all UCC searches;


 


(o)         a
copy of all litigation searches;


 


(p)         a
copy of all bankruptcy searches;


 


(q)         a
copy of the origination settlement statement;


 


(r)          a
copy of any Insurance Summary Report;


 


(s)          a
copy of the organizational documents of the related Mortgagor and any guarantor;


 


(t)          a
copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included
in the origination settlement statement;


 


(u)         the
original or a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


 


(v)         unless
already included as part of the environmental reports, a copy of any closure letter (environmental); and


 


(w)        unless
already included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged
Property or Mortgaged Properties,


 


in
each case, to the extent that the related originator received such documents in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not received in connection with the origination of such Mortgage Loan
(other than documents that would not be included in connection with the origination of the Mortgage Loan because such document
is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage
Loan has any additional debt), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or


 






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Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


“Diligence
File Certification”: As defined in Section 2.01(i) of this Agreement.


 


“Directing
Holder”: (a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination and
any Excluded Mortgage Loan, the Controlling Class Representative, and (b) with respect to any Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder.


 


“Directly
Operate”: With respect to any REO 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 in the ordinary course of a trade or business or any use of such REO Property in a trade or business
conducted by the Trust Fund, or the performance of any construction work on the REO Property, other than through an Independent
Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to
Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, 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 Serviced Loan or related REO Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees and rebates) 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 Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in
an REO Property related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure
of any Serviced 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 (1) any compensation which is payable to the
Special Servicer under this Agreement and that is set forth in a report that is part of the CREFC® Investor Reporting Package
(IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate Fees. For the avoidance of doubt, any compensation
or other remuneration that an entity acting in the capacities of both the Master Servicer and Special Servicer is entitled to
in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special Servicer Fees.


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(g) of this Agreement.


 






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“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


 


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


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of
its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality
of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric
and telephone cooperatives described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar
based upon an Opinion of Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to
tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the Certificates are outstanding. For purposes
of this definition, the terms “United States,” “State” and “International Organization” shall
have the meanings set forth in Code Section 7701 or successor provisions.


 


“Distribution
Account”: Collectively, the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account, each
of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth Business Day following each Determination Date, commencing in May 2018. The first Distribution Date
shall be May 11, 2018.


 


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


 


“Document
Defect”: As defined in Section 2.03(a) of this Agreement.


 


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


 


“Due
Date”: With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar
month in which its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon
is scheduled to be first due (without regard to any grace period); (ii) after the calendar month in which its


 






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Maturity Date occurred,
the day of such month that would have been the Due Date in accordance with clause (i) of this definition without regard to the
occurrence of the Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage
Loan or REO Companion Loan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i)
of this definition without regard to the occurrence of such event.


 


“Due
Diligence Service Provider”: As defined in Section 12.13(l) of this Agreement.


 


“Due
Period”: With respect to any Distribution Date and any Mortgage Loan (including an REO Mortgage Loan) or Companion Loan,
the period beginning on the day immediately following the Due Date in the month preceding the month in which such Distribution
Date occurs (or, in the case of the Distribution Date occurring in May 2018, if such Mortgage Loan or Companion Loan does not
have a Due Date in such preceding month, beginning on the day after the date that would have been the Due Date if such Mortgage
Loan or Companion Loan had a Due Date in such preceding month) and ending on and including the Due Date in the month in which
such Distribution Date occurs.


 


“Early
Termination Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including
REO Mortgage Loans) is less than 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included
in the Trust Fund.


 


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


 


“EDGAR-Compatible
Format”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information
required pursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor,
Certificate Administrator and the Master Servicer and (b) with respect to any other document or information, any format compatible
with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.


 


“Eligible
Account”: Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term
unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in
its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial Account,
Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations
(or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-”
by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository
institution or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent
thereof, which is at least “F1” by Fitch) and (b) the long-term unsecured debt obligations or deposit accounts of
which are rated at least “BBB+” by S&P in the case of letters of credit and accounts in which funds are held for
more than 30 days or, in the case of letters of credit and accounts in which funds are held for 30 days or less, the short-term
deposit accounts or short-term unsecured debt obligations of which are rated at least “A-1” by S&P (or “A-2”
by S&P if the long-term


 






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unsecured debt obligations or deposit accounts thereof are rated at least “BBB” by S&P),
(ii) an account or accounts maintained with PNC Bank, National Association, KeyBank National Association or Citibank, N.A. so
long as PNC Bank, National Association, KeyBank National Association or Citibank, N.A.’s, as applicable, long-term unsecured
debt rating or deposit account rating shall be at least “A-” by Fitch and “BBB” by S&P (if the deposits
are to be held in the account for more than 30 days) or PNC Bank, National Association, KeyBank National Association or Citibank,
N.A.’s, as applicable, short-term deposit account or short-term unsecured debt rating shall be at least “F1”
by Fitch and “A-2” by S&P (if the deposits are to be held in the account for 30 days or less), (iii) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust
company has a combined capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution
or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination
by federal and state authority, (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, or (v) such other account or accounts not listed in clauses (i) - (iii) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency. 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, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS or Morningstar 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 such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 2.10, (c) is not (and is not Risk Retention Affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder, the
Third Party Purchaser, the Retaining TPP MOA or any of their respective Risk Retention Affiliates, (d) has not 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 Initial Purchaser, the Directing Holder or any of their respective Affiliates,
or have been paid any fees, compensation or 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).


 






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“Eligible
Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated by any
of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on
a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its
rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged
in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years
of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate
asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and
will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not
affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, any Mortgage Loan Seller, the Controlling Class Representative, the Third Party Purchaser, the
Retaining TPP MOA or 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 (including Risk Retention Affiliates), (v) that
has not been paid any fees, compensation or other remuneration by any Special Servicer or successor Special Servicer (x) in respect
of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment
of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more
Affiliates or otherwise, own any interest in any Certificates, 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 or any fees to which it is entitled as Asset Representations Reviewer, if
the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


“Emergency
Advance”: Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole
discretion in accordance with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency
situation or on an urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order
to avoid any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse
consequence to the Trust Fund or any related Companion Loan Holder.


 


“Enforcing
Party”: In connection with any Repurchase Request, (i) in the event one or more Requesting Certificateholders or Consultation
Requesting Certificateholders has delivered a Final Dispute Resolution Election Notice with respect thereto pursuant to Section
2.03(g) of this Agreement, with respect to the mediation or arbitration that arises out of such Final Dispute Resolution Election
Notice, such Requesting Certificateholder(s) and/or Consultation Requesting Certificateholder(s), or (ii) in all other cases,
the Enforcing Servicer.


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer; and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Holder or a Controlling Class
Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any


 






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Person other than the Special
Servicer, the Directing Holder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Non-Specially
Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan,
the Special Servicer.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related
Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA
Restricted Certificate”: Any Class F-RR, Class G-RR, Class H-RR or Class NR-RR Certificate; provided that any
such Certificate: (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer
restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(n) of this Agreement if, as of the
date of a proposed transfer of such Certificate, it is rated in one of the four highest generic ratings categories by a credit
rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit the transfer
of such Certificate to a Plan.


 


“Escrow
Account”: As defined in Section 3.04(b) of this Agreement.


 


“Escrow
Payment”: Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement
or Loan Agreement for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments,
ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


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


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class S Certificates shall be the only Class of Excess Interest
Certificates issued under this Agreement.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject
to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as
Certificate


 






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Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of Benchmark 2018-B3, Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B3 –
Excess Interest Distribution Account.” Any such account shall be an Eligible Account. The Excess Interest Distribution Account
shall be held solely for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest Distribution Account
shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Liquidation Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan
or related REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan
Holder pursuant to the related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment
in full had been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately
following the date on which such proceeds were received. With respect to any Outside Serviced Mortgage Loan, Excess Liquidation
Proceeds shall mean such Outside Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds”
determined in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement that are received
by the Trust.


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the
identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2018-B3
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3, Excess Liquidation Proceeds Reserve
Account.” Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum
of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any
of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances
and Additional Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise
paid or reimbursed by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding
(1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously
incurred hereunder with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed
from such Modification Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Modification
Fees) and (B) Advances and Additional Trust Fund Expenses previously paid or reimbursed from Modification Fees as described in
the preceding clause (A), which Advances and Additional Trust Fund Expenses have been recovered from the related Mortgagor as
Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset
any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess


 






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Modification Fees earned by the Special
Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing to be a Corrected Loan shall
no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) ceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced
Loan Combination, if applicable). If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected Loan, the Special
Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification,
waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection
with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification
Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or,
as contemplated by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such
Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned
by the Master Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month
period) with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal
to the greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if
applicable) after giving effect to such transaction, and (ii) $25,000.


 


“Excess
Penalty Charges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any
and all Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid
or reimbursed by the related Mortgagor, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or
previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to such
Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed
from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances and expenses previously paid
or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances and expenses have been
recovered from the related Mortgagor or otherwise.


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, 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 such Distribution
Date that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date and/or the portion
of any compensating interest payments allocable to any Outside Serviced Mortgage Loan to the extent received from the related
Outside Master Servicer.


 


“Excess
Servicing Fees”: With respect to each Mortgage Loan (including an REO Mortgage Loan), that portion of the Servicing
Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan (including an REO Mortgage Loan), a rate per annum equal
to the Servicing Fee Rate minus (i) the applicable


 






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fee rate, if any, set forth under the column labeled “Subservicing Fee
Rate (%)” on the Mortgage Loan Schedule, minus (ii) the applicable fee rate, if any, set forth under the column labeled
“Outside Servicing Fee Rate (%)” on the Mortgage Loan Schedule, minus (iii) 0.00250%; provided that such rate
shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 of
this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the
Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that
meets the requirements of Section 7.02 of this Agreement.


 


“Excess
Servicing Fee Right”: With respect to each Mortgage Loan (including an REO Mortgage Loan with respect thereto), the
right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer
shall be the owner of such Excess Servicing Fee Right.


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Mortgage Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class
Holder”, the Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide
notice in the form of Exhibit M-1F hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance
with Section 12.04 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject
Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate
Administrator a notice substantially in the form of Exhibit M-1G hereto, which notice shall provide the CitiDirect Login
User ID associated with such Excluded Controlling Class Holder, and 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.


 


“Excluded
Controlling Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination,
the Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or a Loan Combination is not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Loan
Combination also is not an Excluded Mortgage Loan.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating
to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,
without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports
(related to Specially Serviced Loans conducted by the


 






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Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s
Certificates delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section
4.06(b) supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special
Servicer’s net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic
reports and property condition reports and such other information and reports designated as Excluded Information (other than such
information with respect to such Excluded Controlling Class Mortgage Loan that is aggregated with information of other Mortgage
Loans at a pool level) by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be. 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 Mortgage 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 for posting to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 3.32 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 3.32 hereof.


 


“Excluded
Mortgage Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling
Class Representative or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more
than 50% of the Controlling Class (by Certificate Balance) is a Borrower Party (or are Borrower Parties, as applicable). For the
avoidance of doubt, any Excluded Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.


 


“Excluded
Mortgage Loan Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that
is not a Borrower Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this
Agreement.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports
solely relating to such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged
Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals,
inspection reports, any Officer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination,
the Operating Advisor Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable,
shall be entitled to access and view any Operating Advisor Annual Report relating to itself, even if such report also includes
information about any Excluded Special Servicer Mortgage Loan), any determination of the related Excluded Mortgage Loan Special
Servicer’s net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic
reports and property condition reports and such other information and reports designated as Excluded Special Servicer Information
(other than such information with respect to such Excluded Special Servicer Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level) by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Operating
Advisor, as the case may be. For the avoidance


 






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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 Mortgage Loan)
shall not be considered “Excluded Special Servicer Information.”


 


“Excluded
Special Servicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Loan Combination with respect
to which the related Special Servicer, to its knowledge, is a Borrower Party.


 


“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Operating Advisor or the related Directing Holder
or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include
any communications (other than the related Asset Status Report) between the Special Servicer, on the one hand, and the related
Directing Holder and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), on the other
hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final
Asset Status Report unless any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative (if any other
Serviced Loan(s) (other than any Excluded Mortgage Loan) are involved), as applicable, has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant
to this Agreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise
implemented by the Special Servicer in accordance with this Agreement.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially
Serviced Loan (or, in the case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement)
or REO Mortgage Loan, as the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside
Special Servicer with respect to an Outside Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous
concept) under the applicable Outside Servicing Agreement) or any related REO Property, has determined in accordance with the
Servicing Standard will ultimately be recoverable; provided that with respect to each Outside Serviced Mortgage Loan, the
Final Recovery Determination shall be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing
Agreement.


 


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


 






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to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“Form
8-K Disclosure Information”: As defined in Section 10.07 of this Agreement.


 


“GACC”:
German American Capital Corporation, a Maryland corporation, and its successors in interest.


 


“GACC
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2018, by and between GACC
and the Depositor.


 


“GACC
Mortgage Loans”: The Mortgage Loans transferred by GACC to the Depositor and/or the Trust pursuant to the GACC Mortgage
Loan Purchase Agreement and this Agreement.


 


“General
Special Servicer”: As defined in Section 6.08(i) of this Agreement.


 


“Global
Certificates”: Any Certificate registered in the name of the Depository or its nominee.


 


“Grace
Period”: The number of days before a payment default is an event of default under the related Mortgage Loan.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of the Class S Specific Grantor Trust Assets and the Excess Interest Distribution
Account, beneficial ownership of which is represented by the Grantor Trust Certificates.


 


“Grantor
Trust Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that is
designated as evidencing an interest in the Grantor Trust. The Class S Certificates shall be the only Class of Grantor Trust Certificates
issued under this Agreement.


 


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


 


“Ground
Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


 


“GSMS
2017-FARM TSA”: The Trust and Servicing Agreement, dated as of September 1, 2017, between GS Mortgage Securities Corporation
II, as depositor, KeyBank National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo
Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor,
as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the GS Mortgage Securities
Corporation Trust 2017-FARM, Commercial Mortgage Pass-Through Certificates, Series 2017-FARM were issued.


 






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“GSMS 2018-GS9
PSA”: The Pooling and Servicing Agreement, dated as of March 1, 2018, between GS Mortgage Securities Corporation II,
as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wilmington
Trust, National Association, as trustee, Wells Fargo Bank, National Association as certificate administrator and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer, as the same may be amended from time to time in accordance with the
terms thereof, pursuant to which the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series
2018-GS9 were issued.


 


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


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest, the Trustee for the
benefit of the Certificateholders.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.34 of this Agreement.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.34 of this Agreement.


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable,
of this Agreement, as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class
Representative, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate
thereof, and (ii) is not connected with any such Person 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 Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion
Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person
is (A) compensated for services by, or (B) the beneficial owner of 1% or less of any class of securities issued by,
the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any 


 






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Companion Loan Holder
(or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, as the case may be, provided that
such ownership constitutes less than 1% of the total assets owned by such Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except
that the ownership tests 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 or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at
arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master
Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master
Servicer, the Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to
that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer,
on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) 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 Code Section 860G(a)(8)
(determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized
in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise
so qualify).


 


“Initial Purchasers”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase Request
as described in Section 2.03(f) 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 containing additional information or schedules regarding data points in the Initial
Schedule AL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the
Prospectus.


 


“Initial Schedule
AL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE or, if
applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


“Institutional
Accredited Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Act or


 






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any
entity in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Act.


 


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including
an Outside Serviced Mortgage Loan) (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this
Agreement); provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds” under
this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the
Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement or, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside
Servicing Agreement.


 


“Insurance Summary
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller
or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all insurance policies
covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and
the amount of coverage and any applicable deductible.


 


“Interest Accrual
Amount”: (a) With respect to any Distribution Date and any Class of Principal Balance Certificates, an amount equal to
interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on the related
Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with respect to any Distribution Date and
a Class of the Class X Certificates, an amount equal to the sum of the Accrued Component Interest for the related Interest
Accrual Period for all of the respective Components for such Class for such Interest Accrual Period. Calculations of interest for
each Interest Accrual Period shall be made on 30/360 Basis.


 


“Interest Accrual
Period”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date
occurs.


 


“Interest Distribution
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to (A) the
sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the 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 pursuant to Section 4.01(i).


 


“Interest Reserve
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be
entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B3, Interest Reserve Account” and which shall be an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, subject to increase as provided in Section 4.01(f)
of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining unpaid as of the
close of


 






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business
on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, (i) in the case of a
Class of Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate
applicable to such Class for the subject Distribution Date, and (ii) in the case of a Class of Interest-Only Certificates,
one month’s interest on that amount remaining unpaid at the WAC Rate for the subject Distribution Date.


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage
Loan Seller, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor
engaged by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible
Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect
to a Defaulted Serviced Loan Combination, the related Other Depositor, the master servicer, the special servicer (or any independent
contractor engaged by such special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion
Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to
a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


 


“Interest-Only
Certificates”: The Class X-A, Class X-B and Class X-D Certificates, collectively.


 


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


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


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


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative (to the
extent the Controlling Class Representative is not a Certificateholder or Certificate Owner) or a Serviced Companion Loan Holder
or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices (including
access to information and notices


 






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on
the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) in the case of a Person that is neither
the Controlling Class Representative nor a Controlling Class Certificateholder, such Person is or is not a Borrower Party or (2)
in the case of the Controlling Class Representative or a Controlling Class Certificateholder, such Person is or is not a Borrower
Party as to any identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan
Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall
be substantially in the form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C or Exhibit
M-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website,
and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a
Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party
or (2) in the case of the Controlling Class Representative or any Controlling Class Certificateholder, such Person is a Borrower
Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master
Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing and (C) such
Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through confirmation)
contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate Administrator
may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. For
the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such
Person (A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling
Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment
rights as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.


 


“Investor Q&A
Forum”: As defined in Section 4.02(a) of this Agreement.


 


“Investor Registry”:
As defined in Section 4.02(a) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association, and its successors in interest.


 


“JPMCB Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2018, by and between JPMCB and the
Depositor.


 


“JPMCB Mortgage
Loans”: The Mortgage Loans transferred by JPMCB to the Depositor and/or the Trust pursuant to the JPMCB Mortgage Loan
Purchase Agreement and this Agreement.


 


“KBRA”:
Kroll Bond Rating Agency, Inc. or its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated


 






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by
the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably
determined by the Depositor) of the party so designated.


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Loan Combination), any of the following events: (i) such
Mortgage Loan (or Serviced Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan (or Serviced Loan Combination); (iii) such Mortgage Loan is repurchased or substituted for by the applicable
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased or otherwise acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of
the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such
Mortgage Loan (or Serviced Loan Combination) is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder
pursuant to the related intercreditor agreement, Co-Lender Agreement or similar agreement; (vi) the taking of a Mortgaged
Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced
Loan Combination) is purchased by any Person in accordance with Section 3.17 of this Agreement; or (viii) in the
case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set
forth in the preceding clauses contained in the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement.
With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired
by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the Class R Certificates or the
Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or
portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the
holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement
or similar agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of
this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee
or referee fees, and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged
Property).


 


“Liquidation
Fee”: (i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted
payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section 2.03
of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives


 






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Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee
Rate to the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges);
provided that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the
amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan
or REO Property as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as
contemplated by the preceding proviso with respect to offset in connection with Excess Modification Fees and the next two (2)
provisos, no Liquidation Fee will be less than $25,000; provided, further, that (a) the Liquidation Fee shall
be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged Property purchased, repurchased
or substituted for pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless
with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage
Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect that gave rise to
the particular repurchase or substitution obligation, and (B) clause (v), the applicable mezzanine loan holder (based
on a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan Holder
(based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such Serviced Mortgage Loan or
Serviced Loan Combination within 90 days of the date that the first purchase option related to the subject Servicing Transfer
Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable) or
pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event (unless with respect
to clause (iv), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor
agreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender
Agreement) does not purchase such REO Property within 90 days of the date that the first purchase option related to the subject
Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement,
as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination
or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated by Section 2.03(a) of this
Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value Payment with respect to such Mortgage
Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect that gave rise to
the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced Mortgage Loan
or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s receipt
of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal
balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan
or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the
definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation Proceeds or payment
are received within 90 days following the related default in connection with the full and final payoff or refinancing of
the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special Servicer will not be entitled to collect
a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.


 






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“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%;
provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation
Fee will be less than $25,000.


 


“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full
or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition
to a workout) with respect to a Specially Serviced Loan (ii) a Liquidation Event or (iii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) 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).


 


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Loan Combination, the loan agreement, if any, between the related originator(s) and
the Mortgagor, pursuant to which such Mortgage Loan or Serviced Loan Combination was made.


 


“Loan Combination”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each
of which is referred to as a “Companion Loan”) that are not assets of the Trust, which Mortgage Loan and related
Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination”
shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion
Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are identified in the Loan Combination
Table.


 


“Loan Combination
Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created
and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such
Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be
entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-B3, and the related Serviced Companion Loan Holder, as their interests
may appear.”


 


“Loan Combination
Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced
Loan Combination or any related REO Property.


 


“Loan Combination
Table”: The table that appears under the heading “LOAN COMBINATIONS” in the Preliminary Statement.


 


“Loan Documents”:
With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in connection with the origination
or any


 






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subsequent
modification of such Mortgage Loan or Serviced Loan Combination, as applicable, or subsequently added to the related Mortgage
File, and any related Co-Lender Agreement and/or intercreditor agreement.


 


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan-Related
Litigation”: As defined in Section 3.33 of this Agreement.


 


“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Serviced Loan Combination, as of any date of determination, the fraction,
expressed as a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Loan Combination,
as applicable, and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal
thereof.


 


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating
to a Mortgage Loan or Serviced Loan Combination to receive rental or other income generated by the Mortgaged Property. Any Lock-Box
Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income
or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Loan Combination and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the lock-box or other similar agreement,
if any, between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have
been established.


 


“Loss of Value
Payment”: As defined in Section 2.03(a) of this Agreement.


 


“Loss of Value
Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made
in respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this
Agreement, and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated
thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier
Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The
Lower-Tier Principal Balance of


 






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any
Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated by Section
4.01(g) of this Agreement.


 


“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class
LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class
LG-RR, Class LH-RR and Class LNR-RR Lower-Tier Regular Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property”
under the applicable Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and
all proceeds of such REO Property, other property of the Trust Fund related thereto and amounts (other than Excess Interest and
any interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced
Loan Combination Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time
in the Lower-Tier REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts
allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans.


 


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B3, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier
REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Collectively:


 


(a)          
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 Serviced Loans as come into and continue in default;


 


(b)          
any modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer
or the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary


 






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term (including,
without limitation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver
of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any
Serviced Loan;


 


(c)          
any sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan)
or REO Property (other than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


 


(d)          
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(e)          
any release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to
either of the foregoing, unless such action is otherwise required pursuant to the specific terms of the related Serviced Loan and
there is no lender discretion;


 


(f)          
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to
a Mortgage Loan or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor (including any interests in any applicable mezzanine borrower) 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;


 


(g)          
any approval of property management company changes or franchise changes, in each case to the extent the lender is required
to consent to, or approve, such changes under the related Loan Documents, provided that with respect to property management company
changes (i) the Serviced Loan has an outstanding principal balance greater than $2,500,000, or (ii) the successor property manager
is affiliated with the related Mortgagor;


 


(h)          
releases of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
holdbacks, escrows or reserves, other than those required pursuant to the specific terms of the related Serviced Loan and for which
there is no lender discretion;


 


(i)           
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced
Loan and for which there is no lender discretion;


 


(j)           
any acceleration of a Serviced Loan following a default or an event of default with respect to a Serviced Loan, any initiation
of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged
Property;


 






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(k)          
the determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially
Serviced Loan”;


 


(l)           
any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement, in each
case entered into with any mezzanine lender or Companion Loan Holder or subordinate debt holder related to a Serviced Loan, or
an action to enforce rights with respect thereto and in each case, in a manner that materially and adversely affects the Holders
of the Control Eligible Certificates;


 


(m)          any determination of an Acceptable Insurance Default; and


 


(n)          
to the extent not already set forth above, solely for purposes of compliance with Regulation RR and solely with respect
to the Operating Advisor’s non-binding consultation rights, (i) any material modification of, or waiver with respect to,
any provision of a loan agreement (including a Mortgage), (ii) foreclosure upon or comparable conversion of the ownership of a
Mortgaged Property; and (iii) any acquisition of a Mortgaged Property (provided, however, that for so long as a Control Termination
Event has occurred and is continuing but a Consultation Termination Event has not occurred and is continuing, the Controlling Class
Representative will, to the extent not already set forth above, have consultation rights with respect to the matters specified
in this clause (n));


 


provided, for
the avoidance of doubt, that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that
is set forth in any of clauses (a) through (n) above in this definition shall constitute a Major Decision regardless
of the fact that such action is being taken in connection with a defeasance; and, provided, further, that, in the
case of a Serviced Outside Controlled Loan Combination, “Major Decision” shall have the meaning as such term or any
analogous term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative
shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


 


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


 


“Manager”:
With respect to any Mortgage Loan or Serviced Loan Combination, any property manager for the related Mortgaged Properties.


 


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest,
or any successor Master Servicer appointed as herein provided.


 


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


 






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“Master Servicer
Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the
duties of the Master Servicer under this Agreement.


 


“Material Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Material Defect”:
With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Mortgage
Loan.


 


“Material Document
Defect”: As defined in Section 2.03(a) of this Agreement.


 


“Maturity Date”:
With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced
Companion Loan, the Maturity Date for the related Mortgage Loan.


 


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


 


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


 


“Modification
Fees”: With respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed
writing) agreed to by the Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption
application fees and (b) any fee in connection with a defeasance of such Serviced Loan.


 


“Modified Asset”:
Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant
to Section 3.24 of this Agreement in a manner that:


 


(a)          
affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing
Monthly Payments current with respect to such Serviced Loan);


 


(b)          
except as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage
on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery
of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of
the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely); or


 


(c)          
in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced
Loan or materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion
Loan), and any Due


 






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Date,
the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is payable by the related
Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment. The Monthly Payment with respect
to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage Loan or Serviced Companion Loan
that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an extension,
shall be the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged
or the related Maturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on
the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Loan Combination
is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan(s).


 


“Moody’s”:
Moody’s Investors Service, Inc. or its successors in interest.


 


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


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Loan Combination.


 


“Mortgage File”:
With respect to any Mortgage Loan or the related Serviced Loan Combination, subject to Section 2.01(b), collectively the
following documents:


 


(1)          
(A) the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse,
representation or warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee, on behalf
of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B3” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator
is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit
and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, a copy of the
executed Note for each related Serviced Companion Loan;


 


(2)          
an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in
each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recorder’s office;


 


(3)          
an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together
with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable
recorder’s office;


 


(4)          
an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related


 






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Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association, as
Trustee, on behalf of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B3 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or in blank, or a
copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible for recording
such assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed
in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially
Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(5)          
the original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination,
if applicable), in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of Benchmark
2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3 [and the holder of the related
Serviced Companion Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage
Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing
Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(6)          
originals or copies of final written modification agreements in those instances where the terms or provisions of the Note
for such Mortgage Loan (or, if applicable, any Note of a Serviced Loan Combination) or the related Mortgage have been modified,
in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording
indicated thereon if the instrument being modified is a recordable document;


 


(7)          
the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage
Loan (or the related Serviced Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable,
binding commitment (which may be a “marked-up” pro forma title policy marked as binding and executed by an authorized
representative of the title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title insurer) to issue such title insurance policy;


 


(8)          
an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination,
if applicable), if any, and any ground lessor estoppel;


 


(9)          
an original or copy of the related Loan Agreement, if any;


 


(10)        
an original of any guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(11)        
an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related
Serviced Loan Combination, if any;


 






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(12)          
an original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(13)          
an original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a
document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(14)          
an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause (5)), in favor of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B3 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided,
however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest
of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and
(C) 180 days after the Closing Date;


 


(15)          
any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator
of such Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee,
and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof,
certified to be the copy of such assignment submitted or to be submitted for filing);


 


(16)          
in the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan,
the original or a copy of the related intercreditor agreement;


 


(17)          
an original or copy of any related environmental insurance policy;


 


(18)          
a copy of any letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment
thereof (with the original to be delivered to the Master Servicer);


 


(19)          
copies of any related franchise agreement, property management agreement or hotel management agreement and related comfort
letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee
the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor
to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of
such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian
for inclusion in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with
the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer)
and/or estoppel letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;
and


 






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(20)       
in the case of a Loan Combination, an original or a copy of the related Co-Lender Agreement;


 


provided that, whenever the term
“Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed
thereby, such term shall not be deemed to include such documents and instruments required to be included therein unless they are
actually so received.


 


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule
as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage
Loan and each Outside Serviced Mortgage Loan (but not the Companion Loans). 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
Purchase Agreement”: The CREFI Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement or the JPMCB
Mortgage Loan Purchase Agreement, as applicable.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B,
which list shall set forth the following information with respect to each Mortgage Loan:


 


(i)           
the Loan Number;


 


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


 


(iii)          the Cut-Off Date Balance;


 


(iv)          the original Mortgage Rate;


 


(v)           the (A) remaining term to maturity/ARD and (B)  Maturity Date/ARD;


 


(vi)          in the case of a Balloon Loan, the remaining amortization term;


 


(vii)         the Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing
Fee Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing
Fee Rate (%)”) (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing
Fee Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related
Serviced Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the Outside Servicer);


 






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(viii)        
the Mortgage Loan Seller(s);


 


(ix)          
whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


(x)           
whether the Mortgage Loan is an ARD Mortgage Loan;


 


(xi)          
the ARD Mortgage Loan final Maturity Date, if applicable;


 


(xii)         
the Revised Rate, if applicable; and


 


(xiii)        
whether such Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by clauses (iii),
(iv), (v), (vi) and (vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Loan Combination.


 


“Mortgage Loan
Seller”: Each of CREFI, GACC and JPMCB, and their respective successors in interest.


 


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


 


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion
Loans or any related REO Companion Loans.


 


“Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan),
the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed
to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement,
in each case without giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan
or Serviced Companion Loan, as the case may be.


 


“Mortgaged Property”:
The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with
respect to an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and
any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in
a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original
obligor under such Note evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


 






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“Mortgagor Accounts”:
As defined in Section 3.07(a) of this Agreement.


 


“Net Condemnation
Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including
an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and
(ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that,
in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited
to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan,
pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Net Insurance
Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents
included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy,
applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced
Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that
are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in
the related Co-Lender Agreement.


 


“Net Liquidation
Proceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Loan Combination
(including an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Mortgage
Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan), the per annum rate equal to the related
Mortgage Rate minus the related Administrative Cost Rate.


 


“Net Mortgage
Pass-Through Rate”: (a) With respect to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest on a
30/360 Basis, for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan during the one-month accrual period
applicable to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution Date; and (b) with respect
to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest on an Actual/360 Basis, for any Distribution Date,
the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to produce
the aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting
same, that otherwise would have accrued) in respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate and, if applicable,
exclusive of any Excess Interest) during the one-month accrual period applicable to the Due Date for such Mortgage Loan that occurs
in the same month as that Distribution Date. However, with respect to each Mortgage Loan that accrues interest on an Actual/360
Basis, when determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap
year) or February of any year subsequent to 2018 (in any event unless that Distribution Date is the final Distribution Date), the
“aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting
same, that otherwise would have


 






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accrued)”,
as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related Withheld Amounts to be transferred
to the Interest Reserve Account in such month; or (ii) the related Net Mortgage Pass-Through Rate for the Distribution Date in
March (or in February if the final Distribution Date occurs in such particular month of February) in any year subsequent to 2018,
the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment
affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed
to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account for distribution on such Distribution
Date. In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for any Distribution Date shall be determined
without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Master
Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency
or similar proceeding involving the related borrower; (ii) the occurrence and continuation of a default under such Mortgage Loan;
(iii) the passage of the related maturity date or, in the case of an ARD Mortgage Loan, the related Anticipated Repayment Date;
and (iv) the related Mortgaged Property becoming an REO Property.


 


“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 CREFC®.


 


“Net REO Proceeds”:
With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund
with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof),
net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property that relates to an Outside
Serviced Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received
by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related
Co-Lender Agreement.


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified
in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable
Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery
on or in respect of the related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable, or (b) has determined
that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not
been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable


 






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Advances,
would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect
of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or
the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or
will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be.


 


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect
of a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer, the Special Servicer or the Trustee,
which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the
proviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has
determined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable,
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery
on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case may be. Any Property Advance
(including any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan
Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s
or the Trustee’s entitlement to reimbursement for such Advance. In the case of an Outside Serviced Mortgage Loan or any related
REO Property, the term “Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Outside Servicing
Agreement.


 


“Non-Book
Entry Certificates”: As defined in Section 5.02(c)(iii) of this Agreement.


 


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


 


“Non-Specially
Serviced Loan”: A Mortgage Loan that is not, and is not part of, a Specially Serviced Loan.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f) of this Agreement.


 






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“Non-U.S.
Tax Person”: A person other than a U.S. Tax Person.


 


“Note”
or “Mortgage Note”: With respect to any Mortgage Loan or Companion 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 Mortgage Loan or
Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such
date.


 


“Notice of Termination”:
Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R
Certificate pursuant to Section 9.01(c).


 


“Notifying Party”:
As defined in Section 3.01(i).


 


“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount,
(b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, and (c) with respect to the
Class X-D Certificates, the Class X-D Notional Amount.


 


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


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


 


“OCC”:
The Office of the Comptroller of the Currency, and its successors in interest.


 


“Offering Circular”:
The offering circular dated March 23, 2018 relating to the Private Certificates (other than the Class S Certificates).


 


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case
of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any successor Operating
Advisor appointed as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 






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“Operating Advisor
Consultation Trigger Event”: The event that occurs when the aggregate Certificate Balance of the RR Interest (as notionally
reduced by any Cumulative Appraisal Reduction Amount then allocable to the RR Interest in accordance with Section 3.10(a)
of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the RR Interest; provided that an Operating
Advisor Consultation Trigger Event shall at all times be deemed to exist with respect to Excluded Mortgage Loans.


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000
or such lesser amount as the related Mortgagor agrees to pay with respect to any Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided,
that the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor
as a separately identifiable fee; provided, further that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; and provided, further that the 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 (provided that
the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on a non-binding basis prior
to any such waiver or reduction).


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) or any successor REO Mortgage
Loan and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor
Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any
subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution
Date in the related 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 is computed
and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable
to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the
Lower-Tier REMIC.


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period, a rate equal to (i) 0.00132% per annum with respect to each
Mortgage Loan (other than the Mortgage Loans identified in clauses (ii) through (v) of this definition), (ii) 0.00243% per
annum with respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as CrossPoint,
(iii) 0.00248% per annum with respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as Marriott Charlotte City Center, (iv) 0.00299% per annum with respect to the Mortgage Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as Atrium Center, and (v) 0.00332% per annum with respect to the Mortgage Loan secured
by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Oak Portfolio.


 






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“Operating Advisor
Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the duties
of the Operating Advisor under this Agreement.


 


“Operating Advisor
Standard”: As defined in Section 3.29(b) of this Agreement.


 


“Operating Advisor
Termination Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the
Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC
or the imposition of tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with
the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or (d) a resignation of the Master Servicer or
Special Servicer pursuant to Section 6.04, must be an opinion of counsel who is Independent of the Depositor, the Special
Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


“Other 17g-5
Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing
Agreement relating to a Serviced Companion Loan.


 


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


 


“Other Crossed
Loans”: As defined in Section 2.03(a) of this Agreement.


 


“Other Depositor”:
With respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within the meaning of Item
1101(e) of Regulation AB) of the related Other Securitization Trust.


 


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


 


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


 






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


 


“Other PSA Asset
Review”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such
Serviced Companion Loan conducted by the related Other Asset Representations Reviewer.


 


“Other Pooling
and Servicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling
and servicing agreement or other comparable agreement governing the creation of the related Other Securitization Trust and the
issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion
Loan or Serviced Loan Combination or the related Mortgage Loan. As of the Closing Date, there is no Other Pooling and Servicing
Agreement relating to the Trust.


 


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


 


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


 


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


 


“Other Trustee”:
The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable,
the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.


 


“Outside Certificate
Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable
Outside Servicing Agreement.


 


“Outside Controlling
Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination is, a Serviced
Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether such note evidences
a Pari Passu Companion Loan or a Subordinate Companion
Loan) or such holder’s designated representative; provided that if, with respect to any Serviced Outside Controlled
Loan Combination, the related controlling note is included in a securitization trust, the Outside Controlling Note Holder shall
be the party designated under the pooling and servicing agreement, trust and servicing agreement or comparable agreement governing
the securitization of the related controlling note as authorized to exercise the rights of the holder of the related controlling
note; and provided, further, that the right of any such designated party to exercise some or all of such rights may terminate
or shift to another designated party upon the occurrence of certain trigger events if and to the extent set forth in the pooling
and servicing agreement, trust and servicing agreement or comparable agreement governing the securitization of the related controlling
note. With respect to each Servicing Shift Loan Combination, the holder of the related controlling note (regardless of whether
such note evidences a Pari Passu Companion Loan or a Subordinate 


 






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Companion
Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii) cease to be an Outside
Controlling Note Holder on and after the related Servicing Shift Date.


 


“Outside Custodian”:
With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.


 


“Outside Depositor”:
With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.


 


“Outside Operating
Advisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing
Agreement.


 


“Outside Paying
Agent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.


 


“Outside Securitization
Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item
1101(f) of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and
is created under the related Outside Servicing Agreement.


 


“Outside Service
Providers”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside
Certificate Administrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the
foregoing.


 


“Outside Serviced
Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. With respect to each Servicing
Shift Mortgage Loan and the related Servicing Shift Loan Combination, the related Co-Lender Agreement shall be an Outside Serviced
Co-Lender Agreement on and after the related Servicing Shift Date.


 


“Outside Serviced
Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. With respect to each Servicing
Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan shall be an Outside Serviced
Companion Loan on and after the related Servicing Shift Date.


 


“Outside Serviced
Loan Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced pursuant
to the pooling and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether
by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender
Agreement. The only Outside Serviced Loan Combinations related to the Trust as of Closing Date are the Loan Combinations as to
which “Outside Serviced” is set forth in the Loan Combination Table under the column heading “Servicing Type.”
Each Servicing Shift Loan Combination shall be an Outside Serviced Loan Combination on and after the related Servicing Shift Date.


 






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“Outside Serviced
Loan Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related Outside
Serviced Mortgage Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


 


“Outside Serviced
Mortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. Each Servicing Shift Mortgage
Loan shall be an Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.


 


“Outside Servicer”:
With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.


 


“Outside Servicing
Agreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination, the pooling
and servicing agreement, trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization
Trust that includes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside
Securitization Trust and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related
Outside Serviced Companion Loan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such
Outside Serviced Loan Combination and the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement.
The only Outside Servicing Agreements related to the Trust as of the Closing Date are identified in the Loan Combination Table
under the column heading “Outside Servicing Agreement.” With respect to each Servicing Shift Mortgage Loan and the
related Servicing Shift Loan Combination, on or after the related Servicing Shift Date, the related Servicing Shift Mortgage Loan
Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


 


“Outside Special
Servicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing
Agreement.


 


“Outside Trustee”:
With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


 


“Ownership Interest”:
Any record or beneficial interest in a Class R Certificate.


 


“P&I Advance”:
As to any Mortgage Loan (including any Outside Serviced Mortgage Loan and any REO Mortgage Loan), any advance made by the Master
Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement
of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement
of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pari Passu
Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement,
is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust
as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column heading “Pari
Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.


 






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“Pari Passu
Indemnified Items”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari Passu
Indemnified Party”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari Passu
Loan Combination”: A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations
related to the Trust are those with related Notes listed in the Loan Combination Table under the column heading “Pari Passu
Companion Loan(s).”


 


“Pass-Through
Rate”: Each 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-AB
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B 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 X-D Pass-Through Rate, the Class E-RR Pass-Through Rate, the Class F-RR Pass-Through Rate,
the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate and the Class NR-RR Pass-Through Rate. The Class S and Class R
Certificates do not have Pass-Through Rates.


 


“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Penalty Charges”:
With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected
thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any
Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and,
in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of
an Outside Serviced Mortgage Loan, any such amounts remitted by the related Outside Servicer to the Master Servicer).


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Certificate (other than a Class S or Class R Certificate), the percentage
interest is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Balance
or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class S or Class R Certificate, the
percentage interest is set forth on the face thereof.


 


“Performing
Party”: As defined in Section 10.12 of this Agreement.


 


“Performing
Serviced Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO
Loan.


 


“Performing
Serviced Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan
Combination, as the context may require.


 






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“Performing
Serviced Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.


 


“Performing
Serviced Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c),
shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor, the
Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the required
ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation:


 


(i)           
direct obligations of, or obligations fully guaranteed as to payment of principal and interest by, the U.S. Treasury; Small
Business Administration-guaranteed participation certificates and guaranteed pool certificates; U.S. Department of Housing and
Urban Development public housing agency bonds; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities
or participation certificates; and Resolution Funding Corp. debt obligations; provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(ii)           
Federal Housing Administration debentures;


 


(iii)         
obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations),
and the Federal National Mortgage Association (debt obligations); provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, (C) such investments must not be subject to liquidation
prior to their maturity, and (D) in each case, be rated no less than the Applicable S&P Permitted Investment Rating by S&P
(or, if not rated by S&P, otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


 


(iv)         
federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements
of any bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in


 






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the highest
short-term debt rating category of Fitch and KBRA (if then rated by KBRA), and (2) (x) if it has a term of thirty (30) days
or less, the short term obligations of which are rated “A-1” by S&P or the long term obligations of which are rated
at least “AA-” by S&P and (y) if it has a term of three months or less, but more than thirty (30) days, the short
term obligations of which are rated “A-1+” by S&P and the long term obligations of which are rated at least “AA-”
by S&P, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which
are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least
“AA-” by S&P and (C) if it has a term of more than six months, the short-term obligations of which are rated in
the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated “AAA”
by S&P (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to
liquidation prior to their maturity;


 


(v)            
demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company,
savings and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations
of which are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) (x) if
it has a term of thirty (30) days or less, the short term obligations of which are rated “A-1” by S&P or the long
term obligations of which are rated at least “AA-” by S&P and (y) if it has a term of three months or less, but
more than thirty (30) days, the short term obligations of which are rated “A-1+” by S&P and the long term obligations
of which are rated at least “AA-” by S&P, (B) if it has a term of more than three months and not in excess of six
months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term
obligations of which are rated at least “AA-” by S&P and (C) if it has a term of more than six months, the short-term
obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations
of which are rated “AAA” by S&P (or, in the case of any such Rating Agency as set forth in clauses (A) through
(C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a
single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments
must not be subject to liquidation prior to their maturity;


 


(vi)           
debt obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in
the highest short-term debt rating


 






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category of Fitch and KBRA (if then rated by KBRA) and (2) (x) if it has a term of thirty
(30) days or less, the short term obligations of which are rated “A-1” by S&P or the long term obligations of which
are rated at least “AA-” by S&P and (y) if it has a term of three months or less, but more than thirty (30) days,
the short term obligations of which are rated “A-1+” by S&P and the long term obligations of which are rated at
least “AA-” by S&P, (B) if it has a term of more than three months and not in excess of six months, the short-term
obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of
which are rated at least “AA-” by S&P and (C) if it has a term of more than six months, the short-term obligations
of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are
rated “AAA” by S&P (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the
investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must
not be subject to liquidation prior to their maturity;


 


(vii)           
commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable
on demand or on a specified date not more than one year after the date of issuance thereof), (A) if it has a term of one month
or less, the short-term obligations of which are rated at least “F1” by Fitch and “A-1” by S&P and
in the highest short-term debt rating category of KBRA (if then rated by KBRA); (B) if it has a term of more than one
month and not in excess of sixty days, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch
(or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the
short term obligations of which are rated at least “A-1” by S&P and (3) the short-term debt obligations of which
are rated in the highest short-term debt rating category by KBRA (if then rated by KBRA); (C) if it has a term of more than
sixty days, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by
Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short term obligations
of which are rated “A-1+” by S&P (or at least “A-1” by S&P, if the long term obligations of which
are rated at least “AA-” by S&P); and (3) the short-term debt obligations of which are rated in the highest
short-term debt rating category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in clauses
(A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such
investments must not be subject to liquidation prior to their maturity;


 






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(viii)        
units of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset
value per share, so long as such funds are rated by Fitch in its highest money market fund ratings category and are rated “AAAm”
by S&P (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a
Rating Agency Confirmation);


 


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


 


(x)           
such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that,
but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses
(i) – (ix) 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, demand obligation or any other obligation, security or investment;


 


provided, however, (A) such
instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive
return in the nature of interest, (B) such instrument shall have an unqualified rating (i.e., one with no qualifying suffix), with
the exception of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (C) such
instrument shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, and (D) no instrument
or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest
payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield
to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument
or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase
price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier
REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity
interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense of the party
directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier
REMIC or the Lower-Tier REMIC. Permitted Investments may not be purchased at a price in excess of par.


 


Notwithstanding the foregoing,
to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts
to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer shall invest
the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or
other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer
or


 






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any
of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in
each case, in accordance with Article III of this Agreement.


 


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


 


“Person”:
Any individual, corporation, limited liability company, partnership, 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(n) of this Agreement.


 


“Plan Investor”:
As defined in Section 5.03(n) of this Agreement.


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Preliminary
Prospectus”: The prospectus dated March 19, 2018, relating to the Public Certificates.


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided,
that it is assumed that any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination after the related Due Date in such Collection Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest and Default Interest) that accrued on the amount of such Principal
Prepayment during the period commencing from such Due Date to, but not including, the date as of which such Principal Prepayment
was applied to the unpaid principal balance of the Mortgage Loan or Serviced Loan Combination (or any later date through which
interest accrues), to the extent collected from the related Mortgagor (without regard to any related Yield Maintenance Charge actually
collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination that
was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such


 






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Mortgage
Loan or Serviced Loan Combination (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan
in accordance with the related Co-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest and Default Interest) to the extent not collected from the related
Mortgagor (without regard to any Yield Maintenance Charge that may be collected), that would have accrued on the amount of such
Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to the unpaid
principal balance of such Mortgage Loan or Serviced Loan Combination through the end of the one-month accrual period applicable
to such Due Date, inclusive.


 


“Primary Collateral”:
With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing
such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien
may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(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. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of
the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal Balance
Certificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.


 


“Principal Distribution
Amount”: For any Distribution Date, an amount equal to the sum of the following amounts:


 


(A)             
the Scheduled Principal Distribution Amount for such Distribution Date;


 


(B)             
the Unscheduled Principal Distribution Amount for such Distribution Date; and


 


(C)             
the Principal Shortfall, if any, for the prior 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 (i) Nonrecoverable
Advances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing
Agreement), together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the Mortgage Loans (including the REO 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 (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage
Loans) in a period during which 


 






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such principal collections would have otherwise been included in the Principal Distribution Amount
for such Distribution Date (provided that, in the case of clause (i) and (ii) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are
subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal
Distribution Amount for the Distribution Date related to the Collection Period in which such recovery occurs).


 


The principal component
of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received in advance of its
scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due
on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with
the release of the related Mortgaged Property through defeasance.


 


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


 


“Private Certificates”:
The Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class NR-RR, Class S and Class R Certificates, collectively.


 


“Privileged
Information”: Any (i) correspondence or other communications between the related Directing Holder (and, in the case
of any Serviced Loan Combination, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)), on
the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent
or consultation rights of such Directing Holder under this Agreement and/or the consent or consultation rights of any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) under the related Co-Lender Agreement, (ii) strategically
sensitive information that the Special Servicer has reasonably determined (and has identified as privileged or confidential information)
could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party, and (iii) any information subject to attorney-client privilege.


 


“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, 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 Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the
Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall


 






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include
a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the
applicable Directing Holder, the Operating Advisor, the Certificate Administrator, the Trustee and the Asset Representations Reviewer)
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, the Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional
Servicer designated by the Master Servicer or the Special Servicer, the Directing Holder (but, in the case of the Controlling Class
Representative, only for so long as a Consultation Termination Event does not exist), the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations
Reviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject
to the next sentence and the proviso to this sentence), any other Person who provides the Certificate Administrator with an Investor
Certification (subject to the next sentence and the proviso to this sentence), any Rating Agency and any other NRSRO that delivers
a NRSRO Certification to the Certificate Administrator; provided that in no event shall an Excluded Controlling Class Holder
be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower
Party (but this exclusion shall not apply to any other Mortgage Loan). In no event shall a Borrower Party be considered a Privileged
Person; provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s right to
access information with respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded Controlling
Class Mortgage Loan. For the avoidance of doubt, the Controlling Class Representative, each Controlling Class Certificateholder
and the Special Servicer shall, at any given time, be considered a Privileged Person with respect to any Mortgage Loans or Serviced
Loan Combinations for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement
will apply only with respect to the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect
to the related Excluded Information (in the case of the Controlling Class Representative or a Controlling Class Certificateholder)
or the related Excluded Special Servicer Information (in the case of the Special Servicer).


 


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with
all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and
fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection
with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder
or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration
of any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the
cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth
in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration,
protection and management of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, (d) any enforcement or


 






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judicial
proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal
or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance
and liquidation of any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances”
shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, 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 any Mortgage Loan or REO Property pursuant
to any provision of this Agreement or an intercreditor agreement; and provided, further, that, no Property Advances
shall be made with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. Each reference
to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment
or reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding
the date of payment or reimbursement. If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property,
the term “Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance”
in the applicable Outside Servicing Agreement.


 


“Property Protection
Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section
3.04, 3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of the Lower-Tier
REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Proposed Course
of Action Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Prospectus”:
The prospectus dated March 23, 2018, relating to the Public Certificates.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03 of this Agreement.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Public Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B and Class C Certificates.


 


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


 


“Public Global
Certificates”: A Global Certificate relating to a Class of Public Certificates.


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the sum of the following (without duplication): (a) the
outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the time of purchase less any
portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage
Loan (or REO Property); plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related
REO Mortgage Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through


 






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the
Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property
Advances and Advance Interest Amounts with respect thereto that were reimbursed out of general collections on the Mortgage Loans)
(or, in the case of an Outside Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable to such Mortgage
Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance
Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such amounts with respect
to P&I Advances related to such Outside Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro
rata portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus
(e) to the extent not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional Trust
Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage Loan is being
repurchased or substituted for by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement,
all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee in respect of the Material Defect giving rise to the repurchase or substitution obligation (to the extent not
otherwise included in the amounts described in clause (e) above); provided, however, that such 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(g) hereof; plus (g) to the extent not otherwise included
in the amount described in clause (e) above, any Liquidation Fee if and to the extent payable in accordance with the terms
and conditions of this Agreement; plus (h) any related Asset Representations Reviewer Asset Review Fee to the extent not
previously paid by the related Mortgage Loan Seller. With respect to any REO Property that relates to a Serviced Loan Combination,
the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance with
the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes of calculating fair
prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO
Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan(s), if applicable.


 


“Qualified Bidder”:
As defined in Section 7.01(b) of this Agreement.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in
clause (ii) below, an insurance company or security or bonding company qualified to write the related insurance policy
in the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch,
an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, DBRS, Moody’s and/or A.M.
Best)) and at least “A-” by S&P or (ii) in the case of the fidelity bond and the errors and omissions insurance
required to be maintained pursuant to Section 3.08(c) of this Agreement, a company that shall have a claims-paying
ability rated at least as follows by at least one of the following NRSROs: “A (low)” by DBRS, “A-”
by S&P, “A-” by Fitch, “A3” by Moody’s or “A:X” by A.M. Best, or (iii) in either
case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause (i) or (ii),
as applicable, but with respect to which the


 






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Master
Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency. “Qualified
Insurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one
of the foregoing clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies
the ratings criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).


 


“Qualified Mortgage”:
A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (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”, or any substantially similar successor provision).


 


“Qualified Substitute
Mortgage Loan”: A mortgage loan that must, on the date of substitution: (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 deleted Mortgage 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 deleted Mortgage
Loan; (iii) have the same Due Date as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage 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 years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or
less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%,
in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except
in a manner that would not be adverse to the interests of the Certificateholders) 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 Servicing File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and
(b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4)
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 schedule that extends to a date that is after the date that is five years prior to the Rated Final Distribution
Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted
for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation
(the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have
been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative;
(xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if
it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC 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; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a part
of the related Servicing File; (xviii) be current in the payment of all scheduled payments of principal and interest then
due;


 






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and
(xix) not be an ARD Mortgage Loan unless the Mortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the event
that more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described
in clause (i) above shall be determined on the basis of aggregate principal balances and (y) each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above,
except that 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; provided that no individual Mortgage Rate (net of the Administrative
Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC
Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement
Mortgage Loan(s) meet(s) all of the requirements of the above definition and shall send such certification to the Certificate
Administrator and the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


“Rated Final
Distribution Date”: The Distribution Date occurring in April 2051.


 


“Rating Agency”:
Each of S&P, Fitch and KBRA 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 organization 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 S&P, Fitch and KBRA herein
referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
References herein to the highest long-term unsecured debt rating category of S&P, Fitch or KBRA shall mean “AAA”
with respect to Fitch and KBRA, and, in the case of any other rating agency, shall mean such highest rating category without regard
to any plus or minus or numerical qualification.


 


“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 upon receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its
decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice,
a “Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the
requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall be deemed to
have been satisfied.


 


“Rating Agency
Declination”: As defined in the definition of “Rating Agency Confirmation” in this Agreement.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Balance of all Classes of
Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (B) the
aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for


 






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purposes
of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received
on the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections
of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions thereon
on such Distribution Date. The allocation of Realized Losses may be reversed as provided in Section 4.01(f) of this Agreement.


 


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in
which that Distribution Date occurs.


 


“Registered
Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;
or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s
Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to
Section 12.13(h) of this Agreement.


 


“Regular Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates, collectively.


 


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


 


“Regulation
RR”: The final credit risk retention rule issued by the Securities and Exchange Commission (appearing at 17 C.F.R. §
246.1, et seq.) that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages
77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79
FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time
to time, in each case, as effective from time to time.


 


“Regulation
RR Other PSA”: As defined in Section 3.28(e) of this Agreement.


 


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


 


“Regulation S”:
Regulation S under the Act.


 






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“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


 


“Regulation
S-K”: Regulation S-K under the Act.


 


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


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer,
the Special Servicer or the Certificate Administrator.


 


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R
Certificates) or an assignment of the voting rights thereof; provided, however, that the Certificate Balances of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C and
Class D Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero.


 


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


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents from
Real Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d),
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(1)          
except as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with
respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived
by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes
Rents from Real Property);


 


(2)          
any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including
by attribution) a ten percent or greater


 






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interest in such Person determined in accordance with Code Sections 856(d)(2)(B)
and (d)(5);


 


(3)          
any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates
such REO Property;


 


(4)          
any amount charged for services that are not customarily furnished in connection with the rental of property to tenants
in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


 


(5)          
rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of
such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received
or accrued under, or in connection with, the lease.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16
of this Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders, which (subject
to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust 2018-B3, Commercial Mortgage Pass-Through Certificates,
Series 2018-B3 and the Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts shall
be an Eligible Account.


 


“REO Companion
Loan”: Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


 


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.


 


“REO Loan Combination”:
Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 


“REO Mortgage
Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property
consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure
of any of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any
such beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO
Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage
Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In


 






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the
case of an Outside Serviced Mortgage Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO
Proceeds” under this Agreement shall be limited to any proceeds of the type described above in this definition that are
received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the
related Co-Lender Agreement.


 


“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder
through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside
Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in connection with a default or imminent default of such Outside Serviced Mortgage Loan.


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting Servicer”:
As defined in Section 10.09 of this Agreement.


 


“Repurchase”:
As defined in Section 2.03(a) of this Agreement.


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


“Repurchase
Request”: A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication
of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to
such Mortgage Loan.


 


“Repurchase
Request Rejection”: As defined in Section 2.03(a) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.


 


“Request for
Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting
Certificateholder”: (i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate
Owner that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer a matter involving a
Repurchase Request to either mediation or arbitration.


 


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 






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


 


“Resolution
Failure”: As defined in Section 2.03(f) of this Agreement.


 


“Resolved”:
With respect to a Repurchase Request, means that (i) 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 made a Loss of Value Payment, (v) a contractually binding agreement has been 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 (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement
and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the
Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a
particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s
knowledge of and familiarity with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee
or the Certificate Administrator), any officer or assistant officer thereof.


 


“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more
than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any
and all Affiliates of any of the aforementioned Persons.


 


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


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“Retained Defeasance
Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


 






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“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holder(s) of the RR Interest.


 


“Retaining Party”:
The initial Retaining TPP MOA, acting as holder of the RR Interest, and any successor holder of all or part of the RR Interest.


 


“Retaining Sponsor”:
CREFI, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Retaining TPP
MOA”: KKR Real Estate Credit Opportunity Partners (AIV) Aggregator I L.P., a “majority-owned affiliate” (under
Regulation RR) of the initial Third Party Purchaser, as the holder of some or all of the RR Interest, or any other “majority-owned
affiliate” (under Regulation RR) of a Third Party Purchaser that holds some or all of the RR Interest; provided that if there
are multiple such majority-owned affiliates holding the RR Interest, then “Retaining TPP MOA” shall mean, individually
and collectively, those majority-owned affiliates.


 


“Review Materials”:
As defined in Section 11.01(b)(i).


 


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


 


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


 


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated”
with, as such terms are defined in 17 C.F.R. 246.2 of Regulation RR.


 


“Risk Retention
Certificate”: Any of the Certificates comprising the RR Interest.


 


“RR Interest”:
Collectively, the Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates, which are purchased for cash by
the initial Retaining TPP MOA from the Initial Purchasers on the Closing Date.


 


“RR Interest
Transfer Restriction Period”: With respect to the RR Interest, the period from the Closing Date to the earliest of: (i)
the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been
reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding Certificate
Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance of the Principal
Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; (ii) the date on which all of the
Mortgage Loans have been defeased in accordance with the TPP Risk Retention Requirements set forth in Rule 7(b)(8)(i) of Regulation
RR; or (iii) the date on which Regulation RR has been officially abolished (and the securitization transaction contemplated by
this Agreement is not subject to any other applicable credit risk retention requirements under the Dodd-Frank Act) or,


 






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based
on a written opinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the
Regulatory Agencies to be no longer applicable to the securitization transaction contemplated by this Agreement or the RR Interest.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


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


 


“Rule 15Ga-1
Notice”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located at https://sf.citidirect.com, under the
“NRSRO” tab for the related transaction.


 


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


 


“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 10.05 of this Agreement.


 


“Schedule AL
Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 4.02(b), any data file containing additional information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled Principal
Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions
of:


 


(A)            
all Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage
Loans) due or


 






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deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and
distributable to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to the
extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan, received
by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date); and


 


(B)             
all Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during
the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the
Business Day immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A)
above for the subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding
Distribution Date.


 


For purposes of clarification,
the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors
with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods
or by the times described above in this definition, except to the extent those late payments are otherwise applied to reimburse
the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section
3.06A(a).


 


“Secure Data
Room”: The “Diligence Files” tab on the page relating to this transaction located within the Certificate
Administrator’s Website (initially “https://sf.citidirect.com”).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or 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
Loan Combination”: A Serviced Loan Combination that includes a Subordinate Companion Loan. For avoidance of doubt, there
is no Serviced AB Loan Combination relating to the Trust and all references in this Agreement to “Serviced AB Loan Combination”
shall be disregarded.


 


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift Mortgage Loan
and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be a Serviced Companion Loan on and
after the related Servicing Shift Date.


 


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


 






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


 


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced Loan
Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations
related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced” is set forth in the Loan
Combination Table under the column heading “Servicing Type,” together with any Servicing Shift Loan Combinations. A
Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related Servicing Shift Date.


 


“Serviced Loan
Combination Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance
date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”
(or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included
in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other
Securitization Trust, the Business Day immediately following the “determination date” (or analogous concept) set forth
in the related Other Pooling and Servicing Agreement.


 


“Serviced Mortgage
Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced Outside
Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling note”
(regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not included in the
Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the related Servicing
Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination from and after
the related Servicing Shift Date. As of the Closing Date, the only Serviced Outside Controlled Loan Combinations are any Servicing
Shift Loan Combinations.


 


“Serviced Outside
Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Mortgage
Loan included in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. Each Servicing
Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing
Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date.


 


“Serviced Pari
Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will cease
to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.


 


“Serviced Pari
Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 






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“Serviced Pari
Passu Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift Loan
Combination will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


 


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. For avoidance of doubt,
there are no Serviced Subordinate Companion Loans related to the Trust and references in this Agreement to “Serviced Subordinate
Companion Loan” shall be disregarded.


 


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. There are no Serviced Subordinate Companion
Loans related to the Trust and, therefore, references in this Agreement to “Serviced Subordinate Companion Loan Holder”
shall be disregarded.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.01 of 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.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage
Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced
Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution Date, the amount
accrued during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution
Date, the Cut-Off Date Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage
Loan, REO Mortgage Loan, Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of business on the
Distribution Date in the related 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 or Serviced Loan Combination is computed and shall be prorated for partial periods; and provided, further, that,
notwithstanding Section 3.05, Section 3.06 or Section 3.12 of this Agreement, (1) the Servicing Fee shall
be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Mortgage
Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement, shall not
be payable to the Master Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to
the Trust and shall not be withdrawn from the Collection Account.


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Master
Servicing Fee Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside
Servicing Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each Companion Loan


 






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secured
by the Mortgaged Property identified on the Mortgage Loan Schedule as CrossPoint (or any successor REO Companion Loan with respect
thereto), 0.00250% per annum; with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgaged
Loan Schedule as 315 W 36th St (or any successor REO Companion Loan with respect thereto), 0.00250% per annum (but only for so
long as it is a Serviced Companion Loan, and thereafter 0% per annum); with respect to each Companion Loan secured by the Mortgaged
Property identified on the Mortgage Loan Schedule as Marriott Charlotte City Center (or any successor REO Companion Loan with
respect thereto), 0.00250% per annum; with respect to each Companion Loan secured by the Mortgaged Property identified on the
Mortgage Loan Schedule as Atrium Center (or any successor REO Companion Loan with respect thereto), 0.01250% per annum; and with
respect to the Companion Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Oak
Portfolio (or any successor REO Companion Loan with respect thereto), 0.00250% per annum.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required
to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the
possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental
reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master
Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or
any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses
or data, or internal worksheets, memoranda, communications or evaluations shall be required to be delivered as part of the Servicing
File. Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing
File shall consist solely of any related documents or records generated by the Master Servicer or Special Servicer hereunder or
received by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities
that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid
principal balance calculated in accordance with the provisions of 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 and the Serviced 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, the Operating Advisor
and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to
time be amended.


 


“Servicing Shift
Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion Loan
evidenced by the Servicing Shift Lead Note


 






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is
included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing agreement or other
comparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement for such
Servicing Shift Loan Combination.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which shall
cause the servicing of such Servicing Shift Loan Combination to shift to the applicable pooling and servicing agreement or other
comparable agreement governing that securitization. With respect to any Servicing Shift Loan Combination, the related Servicing
Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination Table.


 


“Servicing Shift
Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the inclusion
of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift to the pooling
and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan (whether by itself
or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination prior to the related
Servicing Shift Date servicing and (ii) an Outside Serviced Loan Combination on and after the related Servicing Shift Date. The
only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as to which “Servicing
Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”


 


“Servicing Shift
Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination.


 


“Servicing Shift
Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift
Loan Combination, on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable
agreement governing the creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Note.


 


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties
that such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for
the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders and the related
Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each Serviced Loan Combination,
such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s))), in accordance with
the terms of this Agreement and in accordance with the following: (i) the higher of the following standards of care: (A) 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 comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios
(giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and REO properties); and (B) with the same care, skill,


 






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prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable
mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and in either case,
exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective
Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely recovery of all payments
of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced
Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is an REO Property, the
maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders (as a collective whole as
if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization
of recovery on the related Serviced Loan Combination to the Certificateholders and the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s))))
of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination, to the Certificateholders
and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement;
(B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property
or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally
or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage
loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan
and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights
to grant consent with respect thereto pursuant to this Agreement.


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any of the events
described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect
to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which 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) as to such Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant


 






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Obligor,
the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date by which
the related Mortgagor is required to deliver quarterly financial statements to the lender under the related Loan Agreement in
connection with such calendar quarter (which date is set forth in Section 10.11(a) for any Significant Obligor with respect
to the Trust).


 


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


 


“Similar Law”:
As defined in Section 5.03(n) of this Agreement.


 


“Special Notice”:
As defined in Section 5.07(b).


 


“Special Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest,
or any successor Special Servicer appointed as provided herein (including with respect to any Excluded Special Servicer Mortgage
Loan, if any, the related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement,
as applicable and as the context may require).


 


“Special Servicer
Decision”: With respect to any Mortgage Loan, any of the following (to the extent it is not a Major Decision):


 


(a)          
approving leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements
or other similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating
to any ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable
area at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)          
approving any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late
financial statements);


 


(c)          
approving annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related
Loan Documents) that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the
prior year or (ii) payments to Persons or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding
affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


(d)          
approving rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s
ability to make payments with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage
Loan to such rights of way and easements;


 


(e)          
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan
event of default (but excluding non-monetary events of default other than defaults


 






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relating to transfers of interest in the related
Mortgagor or the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of
defeasance collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of
defeasance if the related Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)           
in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(g)          
approving any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of
credit held as “performance-based”, “earn-out” or “holdback” escrows or reserves with respect
to (i) any Mortgage Loan as to which such escrows or reserves exceeded, as at the time of origination, 10% of the original principal
balance of such Mortgage Loan, regardless of whether such funding or disbursements may be characterized as routine and/or customary
escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant
to the terms of the related Loan Documents, (ii) any Mortgage Loan as to which such escrows or reserves may not be characterized
as routine and/or customary escrows, and (iii) any Specified Mortgage Loans (for the avoidance of doubt with respect to sub-clauses
(i) and (ii) above, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender
approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the related
Loan Documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall
not constitute a Special Servicer Decision);


 


(h)          
in circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the
related Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case,
Special Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value
of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; or (ii) the
release, substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection
with a defeasance of such collateral;


 


(i)           
any modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related
to a Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto, except that, if
any such modification or amendment would adversely impact the Master Servicer, such modification or amendment will additionally
require the consent of the Master Servicer as a condition to its effectiveness;


 






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(j)         
any proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or
amount of insurance coverage required to be obtained and maintained by the related Mortgagor; and


 


(k)         
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


 


“Special Servicer
Servicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the
duties of the Special Servicer under this Agreement.


 


“Special Servicing
Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO
Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation
Fee which shall be due to the Special Servicer.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable
Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced 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 Specially
Serviced Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Special Servicing Fee shall
be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would
result in a Special Servicing Fee that would be less than $3,500 in any given month (as prorated for a partial period), then the
Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be such higher per annum rate
as would result in a Special Servicing Fee equal to $3,500 for such month (as prorated for a partial period) with respect to such
Specially Serviced Loan or REO Property.


 


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following
events has occurred:


 


(a)        
the related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied
(without regard to any grace period):


 


(i)           
except in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on
which the subject payment was due, or


 






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(ii)           
solely in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except
as described in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer
(each of whom shall promptly deliver a copy to the other, the Operating Advisor and the Controlling Class Representative (so long
as no Consultation Termination Event has occurred and is continuing)), on or before the 60th day after the date on which that Balloon
Payment was due, a refinancing commitment, letter of intent or otherwise binding application for refinancing from an acceptable
lender or signed purchase agreement reasonably acceptable to the Special Servicer, (2) the related Mortgagor continued to make
its Monthly Payments on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect to the Serviced Loan,
then a Servicing Transfer Event will not occur until the earlier of (x) 120 days after the date on which the Balloon Payment was
due and (y) the termination of the refinancing commitment or purchase agreement; or


 


(b)         
there shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance
Default) that (i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer,
with the consent of the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder,
a Control Termination Event has occurred and is continuing)) materially impairs the value of the related Mortgaged Property as
security for the Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage
Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion
Loan Holder(s) in such Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the
terms of the Serviced Loan (or, if no grace period is specified and the default is capable of being cured, for 60 days); provided,
that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders
in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders
and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)         
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the related Directing
Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred
and is continuing)) has determined that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan
is reasonably foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security
for such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan
(or, in the case of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan
Holder(s) in such Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable grace
period under the terms of such Serviced Loan or, if no grace period is specified and the default is capable of being cured, for
60 days; or


 






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(d)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any 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, shall have been entered into against the related Mortgagor; or


 


(e)          
the related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
or 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


 


(f)          
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


 


(g)          
the Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings
with respect to the related Mortgaged Property;


 


provided, however, that a
Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan
or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists
that would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


(x)          with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described
in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;


 


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special
Servicer in its reasonable, good faith judgment; and


 


(z)          with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The Special Servicer
may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special
Servicer’s determination as to


 






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whether
a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced Loan. If any Serviced
Mortgage Loan that is part of a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Companion
Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that is included in a Serviced Loan Combination
becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is part of such Serviced Loan Combination shall
also become a Specially Serviced Loan.


 


“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Specified Mortgage
Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


 


“Split Mortgage
Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust
as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the
Loan Combination Table under the column heading “Loan No. for related Mortgage Loan.”


 


“Sponsor”:
Each of CREFI, GACC and JPMCB, and their respective successors in interest.


 


“Startup Day”:
The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (a) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan, the
unpaid principal balance of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i) any
and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution
Amount and/or the Unscheduled Principal Distribution Amount for each and every Distribution Date coinciding with or preceding such
date of determination and (ii) any adjustment to the principal balance of such Mortgage Loan as a result of a reduction of
principal by a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage Loan as of the
Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal
Balance of a Mortgage Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust
Fund and, if such Mortgage Loan is part of a Loan Combination, the related Companion Loan Holder, is equal to the Stated Principal
Balance thereof outstanding on the date on which such title is acquired less any and all amounts attributable to such Mortgage
Loan that are part of the Unscheduled Principal Distribution Amount and the principal portion of any P&I Advances with respect
to such REO Mortgage Loan for each and every Distribution Date coinciding with or preceding such date of determination but after
the date on which such title is acquired. With respect to any Serviced Companion Loan (including an REO Companion Loan), as of
any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan
as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder


 






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on
or prior to the most recent Distribution Date coinciding with or preceding such date of determination that are allocable to principal
of such Serviced Companion Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan as a result
of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced
Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination.
Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or Serviced Companion Loan that has been paid in
full or a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the
case of an Outside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination)
shall be zero from and after the Distribution Date related to the Collection Period in which such payment or determination is
made. The Stated Principal Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination,
shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the
related Serviced Companion Loan(s) (including any related REO Companion Loan).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate
Companion Loan”: A Companion Loan that, to the extent provided in the related Documents and/or the related Co-Lender
Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans
related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column
heading “Subordinate Companion Loan(s),” each of which Notes evidences a separate Subordinate Companion Loan.


 


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


 


“Subordinate
YM Certificates”: As defined in Section 4.01(d) of this Agreement.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount
equal to the excess, if any, of the Purchase Price of the Mortgage Loan 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 deleted Mortgage Loans, 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 or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified
Substitute Mortgage Loans.


 


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance


 






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(whether
directly or through Sub-Servicers or Subcontractors) of all or a material portion of the 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. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement
will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is
permitted to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.


 


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Tax Returns”:
The federal income tax return on IRS 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 under the REMIC Provisions, and the federal income tax return to
be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E,
part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.


 


“Temporary Regulation S
Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Termination
Purchase Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price
(excluding the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans
(exclusive of REO Mortgage Loans) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each
REO Property, if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of
this clause (B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


 


“Test”:
As defined in Section 11.01(b)(iv).


 


“Third Party
Purchaser”: Any “third-party purchaser” or “subsequent third-party purchaser” (each within the
meaning of Regulation RR) that holds, or a “majority-owned affiliate” (under Regulation RR) of which holds, some or
all of the RR Interest in accordance with this Agreement and applicable laws and regulations; provided that if there are multiple
such parties with respect to the RR Interest then “Third Party Purchaser” shall mean, individually and collectively,
those multiple parties. Commencing on the Closing Date, KKR Real Estate Credit Opportunity Partners Aggregator I L.P. shall be
the initial Third Party Purchaser.


 






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“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“TPP Risk Retention
Requirements” means all of the requirements and obligations set forth in Rule 7 and/or Rule 12 of Regulation RR that
are applicable to a third-party purchaser who purchases an eligible horizontal residual interest or to its Affiliates, as such
requirements or obligations may be amended from time to time, and subject to such clarification and interpretation as have been
provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency,
or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time as of the
applicable date compliance is required.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii) of this Agreement.


 


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


 


“Trust”:
The trust created by this Agreement.


 


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the
Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent
of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans
deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement;
(xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 






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“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


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


 


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of
such Mortgage Loan as of the close of business on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. For the avoidance
of doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00550% per annum.


 


“Underwriter
Exemption”: Collectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets
Inc., (b) the prohibited transaction exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number
97-03E, and (c) the Prohibited Transaction Exemption 2002-19 granted to J.P. Morgan Securities LLC, each as most recently amended
by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Drexel Hamilton, LLC.


 


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been
recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of
which the Advance was made.


 






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“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal
Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage
Loans, all Principal Prepayments received during the period that renders them includable in the Available Funds for such Distribution
Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent of
the Trust’s interest therein, any REO Properties during the related Collection Period (or, in the case of an Outside Serviced
Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds received during the period that
renders them includable in the Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance
Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise, that were identified and applied by the Master
Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced
principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator
pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or
the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust,
National Association as Trustee, for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B3, Upper-Tier REMIC Distribution Account” and which must be an Eligible
Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts
held from time to time in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, 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, 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 as of 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 that is allocated to any Certificate or Class of Certificates. At all
times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows:


 



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(a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates, allocated pro
rata based upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional Amount
of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of Principal Balance
Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates
have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate Balance of such Class of Principal
Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the Certificate
Balances of all Classes of the Principal Balance Certificates, in each case as of the date of determination (provided that,
if, but only if, expressly so provided herein in any circumstance, the allocation or exercise of Voting Rights for any particular
purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The Voting
Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective
Percentage Interests. The Class S and Class R Certificates shall not be entitled to any Voting Rights.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable Net Mortgage Pass-Through
Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective
Stated Principal Balances immediately prior to such Distribution Date.


 


“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.


 


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


 


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made
with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination
becomes (or, but for the making of three monthly 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 is not
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination
becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the
terms of 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 equal to the applicable Workout Fee Rate applied to each
collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation
Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided


 



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that no Workout Fee shall
be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced
Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan
event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by
the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event described
in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related
collection of interest and principal is received within 90 days following the related Maturity Date in connection with the
full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the Special
Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related Mortgagor
in connection with such workout; provided, further, that the Workout Fee with respect to any Specially Serviced Loan
that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on behalf of the
related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described in the
definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from
a Workout Fee or Liquidation Fee.


 


“Workout Fee
Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination,
if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate
in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of
principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected
Loan through and including the then-related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate
as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default
Interest and Excess Interest) on such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity
date.


 


“XML Format”:
Extensible markup language electronic format.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium,
if any, payable under the related Note in connection with certain prepayments.


 


Section 1.02     Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)              All calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related
Note and Mortgage.


 






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(b)             For purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any
Distribution Date, the Class of Principal Balance Certificates as to which any prepayment shall be deemed to be distributed shall
be determined on the assumption that the portion of the Principal Distribution Amount paid to the Principal Balance Certificates
on such Distribution Date in respect of principal shall consist first of scheduled payments included in the definition of Principal
Distribution Amount and second of prepayments included in such definition.


 


(c)            
Any Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the
Master Servicer, the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating
distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date
they are applied in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of
such Mortgage Loan on which interest accrues.


 


(d)            
For purposes of calculating distributions on the Certificates and, in the absence of express provisions in the related Loan
Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary,
for purposes of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect
of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds (excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the
related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of
priority:


 


(i)             
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 Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses
of the Trust;


 


(ii)           
 as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described
in the first proviso in the definition of “Principal Distribution Amount”);


 


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) 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 (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate
in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking
into account any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement
in connection with the related Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the
Stated Principal Balance of such Mortgage Loan equal to any related


 



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Collateral Deficiency Amount in effect from time to time and
as to which no P&I Advance was made;


 


(iv)           to the extent not previously so allocated pursuant to clause (i) or (ii) above, 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);


 


(v)            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 (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess 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 that collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)           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;


 


(vii)          as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)         as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)           
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


(x)            
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


(xi)            as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than,
if applicable, accrued and unpaid Excess Interest (and, 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);


 


(xii)          
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


(xiii)          in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid
Excess Interest;


 






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provided that,
to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds
125%, or would exceed 125% following any partial release (based solely on the value of the 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 the related Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)            
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of
each Serviced Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to
the related Co-Lender Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates
and (subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts
due under the Mortgage Loan in the following order of priority:


 


(i)             
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the
related REO Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses
of the Trust with respect to the related REO Mortgage Loan;


 


(ii)            
as a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance 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”);


 


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid
interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage
Rate in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking
into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because
of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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;


 


(iv)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance;


 






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(v)            
as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess
Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with
related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued
at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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 that collections
have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v)
or clause (v) of Section 1.02(d) above);


 


(vi)           
as a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)          
as a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)         
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related
REO Mortgage Loan;


 


(ix)           
as a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued
and unpaid Excess Interest (and, 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


 


(x)             
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid
Excess Interest.


 


(f)             
The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by
the Special Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which
case such applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 


(g)            
All net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion
Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and
including, if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related
REO Property) shall be made using the Calculation Rate.


 


(h)           
 For purposes of calculating Pass-Through Rates and distributions on, and allocations of Realized Losses to, the Certificates,
as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee
and the Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property with respect
to an Outside Serviced Mortgage Loan held pursuant to an Outside


 



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 Servicing Agreement) will be treated as if the related Mortgage
Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force and effect;
and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” in this Agreement,
when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Mortgage Loan,
and all references to “Companion Loan” or “Companion Loans” in this Agreement, when used in that context,
will be deemed to also be references to or to also include, as the case may be, any REO Companion Loan. Each REO Loan will generally
be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including
the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal
Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those 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, will continue to be “due” in respect of the REO Loan;
and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer
or Special Servicer for payments previously advanced, in connection with the operation and management of that property, generally
will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


 


Section 1.03     Certain Constructions. (a) For purposes of this Agreement, references
to the most or next most subordinate Class of Regular Certificates outstanding at any time shall mean the most or next most subordinate
Class of Regular Certificates then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR,
Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates; provided, however, that for purposes of
determining the most subordinate Class of Regular Certificates, in the event that the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-AB Certificates are the only Classes of Principal Balance Certificates outstanding, the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class X-A Certificates together will
be treated as the most subordinate Class of Regular Certificates. For purposes of this Agreement, each Class of Certificates (other
than the Class S and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate
Balance or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be
deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)            
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


(ii)            
references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”
and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;


 






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(iii)           
a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)           
the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby”
and other words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


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


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.


 


(a)            
The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Benchmark
2018-B3 Commercial Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and
otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the
Certificateholders 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 identified on the Mortgage Loan Schedule, (ii) Sections 2,
3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to
the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i),
6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Mortgage Loan Purchase
Agreement, (iii) each Co-Lender Agreement, if any, and (iv) all Escrow Accounts, Lock-Box Accounts and all other assets
included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest and
principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest and other
amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and
Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject to the
terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08 of this
Agreement, is intended by the parties to constitute a sale.


 


(b)            
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor
shall direct each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with
(or to cause to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the
Mortgage File for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered,
within five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained
herein, (A) with respect to an


 






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Outside Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements
shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of
(i) with respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”,
executed originals of the related documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2)
through (20) of the definition of “Mortgage File”, a copy of such documents (with the actual such documents to be delivered
to the applicable Outside Custodian under the applicable Outside Servicing Agreement) and (B) with respect to a Servicing Shift
Mortgage Loan, the related Mortgage File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated
by the first sentence of this Section 2.01(b) shall, on or after the related Servicing Shift Date, be transferred to the
Outside Custodian related to the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift
Lead Note in accordance with the second paragraph of Section 2.01(c) and with the expectation that the assignments referred
to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to the extent that recordation of such item would
have otherwise been required) will be recorded in the name of the trustee for that securitization. None of the Certificate Administrator,
the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller
or the Depositor to comply with the document delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those relating to
an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall deliver, on or before the Closing Date, to the Master
Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder, to the extent required in order for the Master Servicer to draw on such letter of credit on behalf of the
Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with
the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to
have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering,
on or before the Closing Date, 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 Master Servicer 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). 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 Trustee for the benefit of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents, 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 Master Servicer within 90 days of the Closing Date; provided that with respect to a Servicing Shift Mortgage Loan,
no such assignments shall be made until the earlier of (i) the related Servicing Shift Date, in which case such assignments shall
be made in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A)
180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer,
in which case such assignments shall be made in favor of the Trustee for the


 



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benefit of the Certificateholders and for the benefit
of the holder of the related Companion Loan, until the occurrence of the related Servicing Shift Date. Contemporaneous with the
securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note, any such letter of
credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided in the related
Servicing Shift Mortgage Loan Pooling and Servicing Agreement. 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 Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder, and shall
cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, 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 Trustee for the benefit of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder.


 


With respect to any Serviced
Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of
the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related
comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related Serviced Companion Loan
Holder(s)) or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders (and, if applicable, the related Serviced
Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter
period if required by the applicable comfort letter), provide any such required notice or make any such required request to the
related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian
(who shall include such document in the related Mortgage File) and the Master Servicer, 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), and the Master Servicer shall, as soon
as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement,
as applicable, to the Custodian for inclusion in the Mortgage File.


 


After the Depositor’s
transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)            
The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan
Purchase Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage
Loan Seller’s expense, in the appropriate public recording office for real property records or UCC financing statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition
of “Mortgage File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage
File”, in each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced
Mortgage Loan because the documents referred to herein have been assigned to the related Outside Trustee.


 






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Notwithstanding the foregoing,
with respect to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in
the definition of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent
recordation would have otherwise been required) until the earliest of (i) the related Servicing Shift Date, in which case such
instruments shall be completed and, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments
of assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced
Mortgage Loan prior to the related Servicing Shift Date, in which case such assignments shall be completed and, if applicable,
recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date,
in which case assignments shall be completed and, if applicable, recordations shall be effected in accordance with this Agreement
upon such occurrence; and (B) following the related Servicing Shift Date and upon the transfer of servicing of the related Servicing
Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement, the Custodian
shall deliver the originals of all documents constituting the related Mortgage File and any other related Loan Documents (if not
a part of the related Mortgage File) in its possession (other than the documents described in clause (1) of the definition of “Mortgage
File”) to the related Outside Trustee or the Outside Custodian; provided that, prior to the delivery of any such original
documents to the related Outside Trustee or Outside Custodian, the Custodian shall make and retain photocopies of any and all documents
so delivered to the related Outside Trustee or the Outside Custodian; and provided, further, that, to the extent any instruments
of assignment that are part of the Mortgage File have been recorded pursuant to this Agreement prior to the related Servicing Shift
Date, the Trustee shall execute and deliver assignments to the Outside Trustee.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement
as to each Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause to be delivered
the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage
File” solely because of a delay caused by the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or
the title agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian.
Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to
in the previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or
its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable
Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt);
provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment
of Assignment of Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide to the Custodian a certified
copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward
to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 






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If the Custodian has
received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan
Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect
to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan
Seller’s behalf has agreed to record or file as described above, to deliver to such third party the substitute or corrected
document.


 


(d)            
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect
to any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related
Mortgage Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master
Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records
not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration
of the Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration
and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the
Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or
enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests
therein, and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow
Payments and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage
Loans and any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are
allocable to each Mortgage Loan or any related Serviced Companion Loan; provided that the applicable Mortgage Loan Seller
shall not be required to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting,
due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold
all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar
as they also relate to a Serviced Companion Loan, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder).
Notwithstanding anything to the contrary, the foregoing provisions of this Section 2.01(d) shall not apply to the Outside
Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is required, pursuant to the related Mortgage Loan Purchase Agreement,
to provide to the Master Servicer the initial data with respect to its Mortgage Loans for the CREFC® Financial File and the
CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this Agreement.


 


(e)            
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,
and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date,
a fully executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment
or modification, on the Closing Date.


 






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(f)            
With respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit
of the related Serviced Companion Loan Holder(s).


 


(g)            
The parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust
assumes the obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement
and/or Outside Servicing Agreement.


 


(h)            
It is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)             
The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60)
days after the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File
for each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon
completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable
Mortgage Loan Seller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided
for in Section 12.04 of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Controlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s
certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated
Site constitute all documents required under the definition of “Diligence File” and such Diligence Files are organized
and categorized in accordance with the electronic file structure reasonably requested by the Depositor (the “Diligence
File Certification”). The Depositor shall have no responsibility for determining whether any Diligence Files delivered
to it are complete and shall have no liability to the Trust or the Certificateholders for the failure of any Mortgage Loan Seller
to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 


(j)             
Within 1 Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL
File and the Initial Schedule AL Additional File in XML Format and Excel format at the following email address: NoticeAdmin@midlandls.com.


 


Section 2.02     Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)            
The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian
on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage
Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently
received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold
the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that are to be included in
the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the
Serviced Companion Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination,
the Custodian shall also hold the


 



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portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination
in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate
Administrator, as the initial Custodian, hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller,
each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the
definition of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost
note affidavit, the copy of such Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.


 


(b)            
On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the
90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of
the Closing Date, (ii) the day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage
Loan Seller has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered
to it with respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and
2.02(d) of this Agreement and the terms of the respective Mortgage Loan Purchase Agreements, certify in writing (substantially
in the form of Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller,
each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced
Companion Loan Holder) that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any
exception report annexed to such certification, which exception report shall also be available in electronic format (including
Excel-compatible format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect
to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7),
(15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” are in
its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed
(based solely on receipt by the Custodian (whether that is the Certificate Administrator or any other Custodian appointed by it)
of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage Loan
have been reviewed by the Custodian and (A) appear regular on their face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement
and this Section 2.02(b) and only as to the foregoing documents (together with any Loan Agreement that has been delivered
by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set
forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage
File” if the original of such document is not in the Custodian’s possession because it has not been returned from the
applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b) should
indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage Loans, with respect to the items
listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such document: (i) in the case of
the item listed in clause (1) of the


 



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definition of “Mortgage File”, unless the Custodian is in possession of the original
of such document; and (ii) in the case of the items listed in clauses (2), (3), (4), (5), (6), (7), (15) and (20) of the definition
of “Mortgage File”, unless the Custodian is in possession of a copy of such document. If the Custodian’s obligation
to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date,
the Certificate Administrator shall deliver (or cause any other Custodian appointed by it to deliver) a comparable certification
to any party hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial Purchaser on request.


 


(c)            
It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or
the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore,
none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


 


(d)            
The parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to
confirming that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage
Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for any Mortgage
Loan that is part of a Loan Combination) of the definition of “Mortgage File” have been received, appear regular on
their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a)
and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it be used to, verify the content of
any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering
document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto is not intended to, and
shall not be deemed by the parties to this Agreement to, constitute “due diligence services” or a “third party
due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any
recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to
this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification.
Notwithstanding the foregoing, nothing in this Section 2.02(d) shall relieve any party to this Agreement from its obligation
to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement.


 


(e)            
If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the
Mortgage File or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with
a copy to the Master Servicer (if it constitutes part of the Servicing File).


 






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Section 2.03     
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files
and Breaches of Representations and Warranties.


 


(a)            
If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging
that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that
does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not
appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging
a breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related
Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer
or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage
Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent
notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially
and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to
materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property (or any related
REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property
(or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall,
subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute
a “Material Breach”, as the case may be. The Enforcing Servicer shall determine, with respect to any affected
Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If
such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written
notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), and the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect
and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage
Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such
Material Defect (or, in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, not later than
90 days from any party discovering such Material Defect), cure the same in all material respects (which cure shall include
payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees
of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset
Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before
the end of such 90-day period) (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s
interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately
available funds to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage
Loan (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


 



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therewith,
all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that
if (i) such Material Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect
is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage
Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such
repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving
such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the
Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not capable
of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional
90 day period); and provided, further, that, if any such Material Defect is still not cured after the initial
90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received
the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect
solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased,
the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are
to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly 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. Monthly
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 Monthly 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 to the Mortgage Loan Seller effecting the related repurchase
or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if
any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage
loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be
replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure
(including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected
Mortgage Loan will be required to be repurchased.


 






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Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect
to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing
Servicer (subject to the consent of the Controlling Class Representative so long as no Control Termination Event has occurred and
is continuing and other than with respect to an Excluded Mortgage Loan), are able to agree upon a cash payment payable by such
Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss
of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to
the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Mortgage Loan
not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer,
then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment,
the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the
Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the
Special Servicer. Any agreement by the Special Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect
to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination
Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 of the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of
Value Payment, the related Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided
that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders or the Trust
regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller
shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect. This paragraph
is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer,
provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within
the time frames 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).


 


If (x) a Mortgage Loan
is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage
Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect
as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”)
(without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute
a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller
shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the
case of such Breach or Document Defect, as applicable:








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(A)      
the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer
and the Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of
only the Mortgage Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph
(the “Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will
not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and
(ii) will not result in the imposition of a tax upon either Trust REMIC or the Trust Fund (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); and


 


(B)      
each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only
the Affected Loans and not the Other Crossed Loans:


 


(1)  
the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio
for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt
service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters
preceding the repurchase or replacement;


 


(2)  
the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of
(A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized
Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio,
expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) at the time of repurchase or replacement and (C) 75%; and


 


(3)  
either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group
will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to
exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the
exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 






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The determination of
the Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan Seller. The
Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to be delivered,
to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan
Seller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence and
continuance of a Control Termination Event, the Controlling Class Representative (such approval not to be unreasonably withheld
in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding
paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller
and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement)
to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted to exercise remedies
against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral
securing the Affected Loan(s) still held by the Trust Fund. If the exercise of remedies by one such party would impair the ability
of the other such party to exercise its remedies with respect to the Primary Collateral securing the Affected Loan or the Other
Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear from exercising such
remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that
complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies.
Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form a Cross-Collateralized Group
shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or otherwise on a pro rata
basis based upon their outstanding Stated Principal Balances. All other terms of the related Mortgage Loans shall remain in full
force and effect, without any modification thereof. The provisions of this paragraph shall be binding on all future holders of
each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property(ies)
may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property(ies)
is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the related Loan
Documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not (A) cause
any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the Trust and (iii)
each Rating Agency has provided a Rating Agency Confirmation.


 


To the extent necessary
and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney
provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the


 



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Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability
of the Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage
Loan(s) held by such party resulting from the exercise of remedies by the other such party; provided that the Trustee shall
not be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer, as applicable, or any of
its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the Trustee, the Special Servicer
and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third
preceding paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable as Property Advances and
(ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced. Neither the Master
Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the Loan
Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer or
should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing
Standard.


 


If the Master Servicer,
the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice
has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase
Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage
Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously
been delivered to such Persons pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase
Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”),
or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer
or the Special Servicer, as applicable, shall (in accordance with the following paragraph) give written notice of such Repurchase
or Repurchase Request Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity
that has repurchased or replaced the subject Mortgage Loan or rejected such Repurchase Request), and the Certificate Administrator
(in each case unless the proposed recipient is the party that notified the Master Servicer or the Special Servicer, as applicable,
thereof).


 


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to
this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10)
Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan and the Person
making the Repurchase Request, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for
the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by
the Special Servicer with respect to a Repurchase


 



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Request, a statement as to whether the Special Servicer currently plans to pursue
such Repurchase Request.


 


If the Trustee, the Master
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a
Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection,
then such party shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This
is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a
“Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of the Pooling and Servicing
Agreement relating to the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3,
requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase
Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of this paragraph,
the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice procedures
set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant
to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective
Affiliates to comply with Rule 15Ga-1, 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 Rule 15Ga-1 Notice Provider and (B) no information provided pursuant
to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute
a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related
Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer
shall provide to each Sub-Servicer.


 


(b)      
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and
further subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller
to deliver the documents referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File”
in accordance with this Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan shall


 






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be deemed a Material
Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above)
shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required
in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of
any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.


 


Notwithstanding any provision
of this Agreement, 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), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness
center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage
Loan shall not be a Material Defect.


 


(c)        In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant
to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable
repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including,
without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have
been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to
the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested
to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee;
provided that such tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon
its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements
for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee
to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements
and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate
to transfer title to an REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase
of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit
the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any
such power of attorney by the Master Servicer or any of its agents or subcontractors. The parties to this Agreement acknowledge
that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan is substituted
for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03, the related Mortgage
Loan Seller will be required to deliver to the Custodian the related Mortgage File and to the Master Servicer all Escrow Payments
and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect that
such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage
Loan” in this Agreement.


 






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The parties to this Agreement
acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced
as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule
(as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and,
if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such
amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this
Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute
Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)            The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee
on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


(e)            
[RESERVED]


 


(f)             
(i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement
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 Enforcing Servicer, and the Enforcing Servicer
shall promptly forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller and each other party to
this Agreement.


 


(ii)            
In the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or
replaced due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall
deliver prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting
forth the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary
in the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated
to, make a determination that a Mortgage Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer
shall promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, 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 each Repurchase Request. The
Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements (including,
without limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the Mortgage Loan
Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement and this 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,
and in accordance with


 



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the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of
the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to be Property
Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting Certificateholder and/or Consultation
Requesting Certificateholder.


 


(iii)           
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(g) 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 in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant
to clause (vi) of the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its
rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan
Purchase Agreement or as provided by law.


 


(g)            
(i)  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. 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, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the related Mortgage Loan Seller with respect to the Repurchase Request but a Requesting Certificateholder does
not agree with the course of action selected by the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder
wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, if any, then
a Requesting Certificateholder may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution
Election Notice”) within 30 days from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s
Website (the 30th day following the date of posting, the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation (including non-binding arbitration) or arbitration. In addition,
any Certificateholder or Certificate Owner may deliver, prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation
Election Notice”) requesting the right to participate in any Dispute Resolution Consultation (as defined in clause
(iii) below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s receipt of a Preliminary
Dispute Resolution Election Notice as provided in clause (iii) below.


 


(ii)            
If no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution
Cut-off Date, then 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 obligated and entitled to


 



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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 Holder pursuant to Section 6.09.


 


(iii)           
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from a Requesting Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such
Requesting Certificateholder’s intention to elect either mediation (including non-binding arbitration) or arbitration as
the dispute resolution method with respect to the Repurchase Request, and with any Consultation Requesting Certificateholder (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder and such Consultation 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 ten (10) Business Days following the Dispute
Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems to be
in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5) Business
Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder or a Consultation 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 or Consultation Requesting Certificateholder
timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then no Certificateholder or Certificate
Owner shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall
be the sole party obligated and 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 Holder.


 


(v)            
If a Requesting Certificateholder or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder
shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration.
If more than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively become
the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders and/or
Consultation Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration (including
whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting Certificateholder
or Consultation Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights
of any Requesting Certificateholder or Consultation Requesting


 



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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 will 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 will not be deemed waived with respect
to the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when
the Proposed Course of Action Notice was delivered by the Enforcing Servicer, 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 be the
sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights
against the related Mortgage Loan Seller.


 


(vi)           
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall
not apply, and the Enforcing Servicer shall be the sole party entitled to enforce the Trust’s rights against the related
Mortgage Loan Seller, 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 or Consultation 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 herein.


 


(viii)          For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be a Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(ix)           
The Requesting Certificateholders or Consultation Requesting Certificateholders are entitled to elect either mediation or
arbitration with respect to a Repurchase Request in their sole discretion; provided, however, no Requesting Certificateholder
or Consultation Requesting Certificateholder shall be entitled to then utilize the alternative method in the event that the initial
method is unsuccessful, and no other Certificateholder or Certificate Owner shall be entitled to elect either arbitration or mediation
in the event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


(h)             If the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 


(i)          
   The mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage
Loan Seller within 30 days of receipt 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.


 






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(ii)            
The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters 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 qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (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)           
Prior to accepting an appointment, the mediator 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)          
 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.


 


(v)            
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated
to the Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)          
 Out-of-pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be
paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in
the case of arbitration), shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to
Section 3.06(a) of this Agreement.


 


(i)          
   If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)             
The arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage
Loan Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party 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 15 years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters 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.


 






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(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 will 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 will 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 arbitrator will 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 will 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 Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)         
No person may bring a putative or certified class action to arbitration.


 






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(j)          
    The following provisions will apply to both mediation and third-party arbitration:


 


(i)          
    Any mediation or arbitration will 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 of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York 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, will 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 will 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 party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)           
In the event a Requesting Certificateholder or Consultation 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; provided that the degree and extent to which the Enforcing Servicer actively
prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing
Holder (but, if the Controlling Class Representative is the related Directing Holder, only if no Consultation Termination Event
has occurred and is continuing and only if an Excluded Mortgage Loan is not involved) and in accordance with the Servicing Standard.
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 or Consultation Requesting Certificateholder is allocated any related costs and expenses pursuant
to the


 



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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 or Consultation
Requesting Certificateholder.


 


(v)           
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting
Certificateholder or Consultation 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 Enforcing Servicer or a trustee, 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 (1) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide
any Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such
Rule 15Ga-1 Notice the information required pursuant to Section 2.03(a) and (3) 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 or Consultation
Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or to participate in such mediation or arbitration
affect in any manner the ability of the Special Servicer to perform its obligations with respect to a Specially Serviced Loan (including
without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off
or deed-in-lieu, or bankruptcy or other litigation) or the exercise of any rights of a Directing Holder.


 


(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 expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement.


 


Section 2.04     Representations and Warranties of the Depositor.


 


(a)            
The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 






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(i)             
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); 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 in accordance with this Agreement; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered 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) and, as to any rights of
indemnification hereunder, by considerations of public policy;


 


(iii)           
Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions
hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or
result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to
the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions of
any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation
or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which
has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or
this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions
contemplated by this Agreement;


 


(iv)           
There is no litigation, charge, investigation, 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 the outcome of which
could be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor
to carry out the transactions contemplated by this Agreement;


 


(v)            
The Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present
or future creditors;






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(vi)           
No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)          
Immediately prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant
to this Agreement, the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the
related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;


 


(viii)         
The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred
to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)            
The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred
to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)            
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05    Representations, Warranties and Covenants of the Master Servicer.


 


(a)             
The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit
of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, 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 jurisdiction in which a 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 violate the Master Servicer’s organizational documents or constitute a default
(or an


 



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event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which
does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


(iii)            
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
as 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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          
  The 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 do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely 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
that would prohibit the Master Servicer from entering into this Agreement or, 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;


 


(vii)          
Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of
Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement;


 


(viii)         
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except
for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations
that previously have been completed and except for


 



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consents, approvals, authorizations, orders, filings or registrations which
are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be
obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and


 


(ix)          
  To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser or the Retaining
TPP MOA.


 


(b)             The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.06    
Representations, Warranties and Covenants of the Special Servicer.


 


(a)            
The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit
of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)             
The Special 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 Special Servicer is in compliance with the laws of each jurisdiction in which a 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 do not, and the performance and compliance with the
terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents
or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable
to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)          
 The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
as 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 each of 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, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy
considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws;


 


(v)          
  The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely 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
that 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 either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)          
Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the
Special Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing
and administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and
with the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors
and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)         
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except
for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations
that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which
are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be
obtained) in connection with the Special Servicer’s subsequent performance of this Agreement.


 






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(b)             The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to
the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07   
Representations and Warranties of the Trustee.


 


(a)            
The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders,
and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Certificate Administrator, as of the Closing Date, that:


 


(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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits,
franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)            
The execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its
assets;


 


(iii)           
Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement,
the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)           
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 






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(v)            
The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance
and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court
or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having
jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the
Trustee or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder;


 


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


 


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


 


(viii)         
To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser or the Retaining TPP
MOA.


 


(b)            
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.08    
Representations and Warranties of the Certificate Administrator.


 


(a)            
The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


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


 


(ii)            
The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will


 



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not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


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


 


(iv)           
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)            
The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate
Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect
to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of
or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely
affect the financial condition of the Certificate Administrator or might have consequences that would materially affect the ability
of the Certificate Administrator to perform its duties hereunder or thereunder;


 


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


 


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


 


(viii)         
To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser or
the Retaining TPP MOA.


 


(b)            
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced


 



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Companion Loan 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 or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.09    
Representations, Warranties and Covenants of the Operating Advisor.


 


(a)            
The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)             
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a 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 violate the Operating Advisor’s organizational documents or constitute
a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each
case, which does or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


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


 


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


 


(v)            
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement


 



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


 


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


 


(vii)          
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with
the requirements of Section 3.08 hereof;


 


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


 


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


 


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


 


(b)            
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10   
Representations, Warranties and Covenants of the Asset Representations Reviewer.


 


(a)            
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer
and the Certificate Administrator, as of the Closing Date, that:


 






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(i)             
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction
in which a 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 violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(iii)          
 The Asset Representations Reviewer 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 Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


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


 


(vi)          
 No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer that 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;


 






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(vii)          
The Asset Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies
with the requirements of Section 3.08 hereof;


 


(viii)         
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


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


 


(b)      
      The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.11    
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. 


 


The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents
constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01
and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that
it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in
respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently
with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess
Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier
Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge
the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title
and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee,
receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of
the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest) and the Holders of the Regular Certificates,
and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Upper-Tier Residual


 



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Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and
upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates (representing the
Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and
duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to any Class
S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby
acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of
the Depositor, the Grantor Trust Certificates in exchange for the Class S Specific Grantor Trust Assets.


 


Section 2.12    
Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)            
The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB,
Class LA-S, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LH-RR and Class
LNR-RR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within
the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates)
is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code
Section 860G(a)(2).


 


(b)            
The Regular Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the
meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates)
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code
Section 860G(a)(2).


 


(c)            
The Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier
REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular
Interests and the Regular Certificates is the Rated Final Distribution Date.


 


(d)            
None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other
than as specifically contemplated herein.


 


(e)            
The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the
Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor
trust” within the meaning of subpart E, part I of subchapter J of the Code.


 






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Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01     Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced
Mortgage Loans.


 


(a)            
The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially
Serviced Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor,
shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together
with the related Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced
Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole
as if such Certificateholders and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB
Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms
and conditions of the related Co-Lender Agreement) in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced
Loan Combinations, the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with the foregoing
and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor
agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest
on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing
Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master
Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02
of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it
may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the
best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement),
including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the
Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan
Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents
or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07,
3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect
to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Serviced Companion Loan; and (iii) any
and all instruments of satisfaction or cancellation, or of partial or full release or


 



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discharge, and all other comparable instruments,
with respect to the Mortgage Loan (and related Serviced Companion Loan) or the related Mortgaged Property; and (B) including
with respect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding
of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee
or the Trust. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or
otherwise consent to any change of the terms of any Mortgage Loan, or Serviced Companion Loan except under the circumstances described
in Sections 3.03, 3.07, 3.09, 3.10 and 3.24 of this Agreement. The Master Servicer and
Special Servicer shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced
Companion Loans and each related REO Property in accordance with applicable law and the terms thereof and hereof and the terms
of any applicable Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to
be provided to them thereby.


 


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to
the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other
form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney in the
form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer,
and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably acceptable to the Trustee prepared
by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master
Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained
herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, 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 Special Servicer’s, as applicable, 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 the Special Servicer, as applicable, shall 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 the 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 registered to do business in any state. Each of
the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and
expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer
or the Special Servicer or its agents or subcontractors, as applicable.


 


(b)            
Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment
received on a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date
immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents,
the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act,


 



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or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased
pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the
receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior
to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold
such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply
such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided that
any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or, upon an event
of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)            
The Master Servicer may enter into Sub-Servicing Agreements with third parties (including a party that has previously
been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement
shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing
Standard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related
Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement
from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related
Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after
such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication
of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer
shall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the
Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer
(other than an assignment to the Master Servicer) shall be subject to the prior written consent of the Depositor (which consent
shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such Sub-Servicing Agreement
shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or
delayed) if the Master Servicer determines that, as a result of such amendment or modification, the Sub-Servicer would become a
“servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool
assets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed by the Trustee or its designee, if the
Trustee or its designee has assumed the duties of the Master Servicer, or by any successor Master Servicer without cost or obligation
to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to
Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit of the Certificateholders
and the related Companion Loan Holder (if applicable) and the Trust (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 herein) none of the Trust, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor
master servicer or special servicer or any


 



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Certificateholder (or the related Companion Loan Holder, if applicable) shall have any
duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing Agreement shall
provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to
deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement) any Exchange Act reporting
items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article X 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 X or under the Exchange Act reporting requirements of any other pooling and servicing
agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements set forth in
Section 10.17 of this Agreement; (xi) 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 related
Loan Documents, without the consent of the Master Servicer; and (x) no Sub-Servicer retained by the Master Servicer shall be the
Third Party Purchaser, the Retaining TPP MOA, the Operating Advisor, the Asset Representations Reviewer or any of their respective
Risk Retention Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to 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 3.01(c). The Master Servicer shall be responsible for paying the servicing fees of any Sub-Servicer
retained by it. The Master Servicer shall, upon request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof)
entered into by it to the Depositor. A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer or the Special Servicer.
The Special Servicer shall not appoint sub-servicers with respect to any of its servicing obligations and duties under this Agreement.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer,
shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have
no claims, rights, obligations, duties or liabilities (including, without limitation, any obligation to pay any termination fee
to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) with respect to the Sub-Servicer, except
as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust
Fund to indemnify any such Sub-Servicer.


 


As part of its servicing
activities hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and, if applicable, the Serviced
Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders, the Serviced Companion Loan Holders or the
Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing
Agreement (except that, to the extent provided in Article X hereof, the Master Servicer shall be required only to use commercially
reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X hereof).
Such enforcement, including, without limitation, the legal prosecution of claims, termination of


 



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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 and the terms of this Agreement. 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)            
If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to
carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor,
as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered
into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor
Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any
liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have
replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement
had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby
be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the
Trustee or the successor Master Servicer, as applicable.


 


In the event that the
Trustee or any successor Master Servicer assumes the servicing obligations of the Master Servicer, upon request of the Trustee
or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered
to the Trustee or such successor Master Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement
and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise
use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the
successor Master Servicer, as applicable.


 


(e)            
The parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related
Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and
of the related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the
allocation of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder
of the related Mortgage Loan, and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of
expenses and losses relating to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the
related Serviced Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights of a related
Serviced Companion Loan Holder or its Companion Loan Holder Representative; (iv) any right of a related Companion Loan Holder to
attend (in-person or telephonically) annual meetings with the Master Servicer or the Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, for the purpose of discussing
servicing issues related to such Serviced Loan Combination; (v) any right of a related Companion Loan Holder to cure certain defaults
under the related Serviced Loan Combination; and (vi) any right of a related Companion Loan Holder to purchase the related Split
Mortgage Loan from the Trust Fund


 






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(together with any other related Serviced Pari Passu Companion Loans, if applicable). With respect
to any Serviced Loan Combination, the Master Servicer (if such Serviced Loan Combination is a Performing Serviced Loan) or the
Special Servicer (if such Serviced Loan Combination has become a Specially Serviced Loan or the related Mortgaged Property has
been converted to an REO Property) shall prepare and provide to the related Serviced Companion Loan Holder(s) (or its Companion
Loan Holder Representative), or the master servicer or special servicer for the related Other Securitization Trust on its behalf,
all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related
Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing-related
duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement.
Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any
Co-Lender Agreement for a Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and a Co-Lender Agreement
with respect to a Serviced Pari Passu Loan Combination, the terms of such Co-Lender Agreement shall control with respect to such
Serviced Pari Passu Loan Combination.


 


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject
to the rights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating
Advisor (to the extent set forth in Section 3.29(f)), the Master Servicer (if such Serviced Outside Controlled Mortgage
Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special
Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled
Mortgage Loan is a Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled
to exercise the rights and powers granted under the related Co-Lender Agreement to the “Non-Controlling Note Holder”
(as such term or any analogous term is defined in the related Co-Lender Agreement).


 


(f)             
Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to
make any P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced
Loan Combination is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have
any obligation to make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master
Servicer does not intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would
have made if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify
the holder of the related Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally
promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such
Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust
Fund, the Master Servicer shall deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization
of the related Serviced Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior
calendar year, (ii) copies of all financial statements collected from the related borrower for the most recent calendar year and
the prior calendar year, (iii) a copy of


 



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 the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy
of all tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)            
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 each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced
Mortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of
the related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing
Agreement. The parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside
Serviced Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect
to the allocation of collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender
Agreement. The Master Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the
enforcement of the rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement
and each applicable Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney
granted by the Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside
Serviced Companion Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to,
delivering appropriate requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage
Files to the related Outside Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 


To the extent that the
Trust, as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled to (i) consent to
or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any consultation rights
with respect to “Major Decisions” or “Material Actions” (as such term or any analogous term is defined
in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property
or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by
the appropriate party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or
consultation rights) shall actually exercise such consent, approval or consultation rights, and the respective parties to this
Agreement shall take such actions as are reasonably necessary to allow the following party or parties to exercise such consent,
approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer (if a Control Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights, in each case in accordance
with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation Termination Event exists or such
Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer (if a Consultation Termination Event exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consultation rights entitled to be
exercised by the holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i); provided, that
after the occurrence and during the continuance of an Operating


 



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Advisor Consultation Trigger Event, any such consultation rights
shall be exercised by the Master Servicer or the Controlling Class Representative, as applicable, jointly with the Operating Advisor
(but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions). The Special Servicer shall
only be obligated to forward any requests received from the Outside Servicer or the Outside Special Servicer, as applicable, for
such consent and/or consultation to the Master Servicer (who shall forward any such request to the Controlling Class Representative
except if a Control Termination Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such
Outside Serviced Mortgage Loan is an Excluded Mortgage Loan and, following the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, to the Operating Advisor), and the Special Servicer shall have no right or obligation to exercise
any such consent or consultation rights.


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control Termination
Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for the benefit
of the Certificateholders, will have the right (exercisable in its sole discretion), to the extent provided in the related Co-Lender
Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person or telephonically) annual meetings with the related
Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the related
Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Outside
Serviced Loan Combination.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion
Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information
to the Trustee or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan
related to an Outside Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside
Servicer or the related Outside Special Servicer, as applicable.


 


(h)            
The parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the
respective Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related
Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related
Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the
event that the applicable Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside
Servicing Agreement and the related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the
related Co-Lender Agreement, the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable
provisions of the applicable Outside Servicing Agreement as if such agreement was still in full force and effect with respect to
the related Outside Serviced Loan Combination, until such time as a new servicing agreement has


 



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been agreed to by the parties to
the related Co-Lender 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 and any other requirements applicable to the related Outside Serviced Mortgage
Loan.


 


(i)             
The parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related
Co-Lender Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights
and obligations of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with
respect to the allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance
with the related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that,
pursuant to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)
are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable
Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related
Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer
and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein and
shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such Outside
Serviced Mortgage Loan.


 


If there are at any time
amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement
or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party
to the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special
Servicer, Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or
amendment of, or other loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or
amendment of the applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the operation
of this sentence but shall instead be subject to the operation of the provisions below in this paragraph), the party hereto that
receives such request shall (but in the case of the Special Servicer subject to the limitation that it shall only be required to
deliver any such request to the Master Servicer) promptly deliver a copy of such request to the Controlling Class Representative
(if no Control Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation
rights) exists and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Master Servicer (if a Control
Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), as applicable, and, following the occurrence and during the
continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor, and (a) any such consent rights shall
be exercised by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) or by the


 



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Master Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Master Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan);
provided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such
consultation rights shall be exercised by the Master Servicer or the Controlling Class Representative, as applicable, jointly with
the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions); and
provided, further, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would not
be permitted without Rating Agency Confirmation, then the Controlling Class Representative or the Master Servicer, as applicable,
shall not exercise any such right of consent without first having obtained (or having caused the related Outside Servicer or Outside
Special Servicer to obtain) or received such Rating Agency Confirmation (payable at the expense of the party making such request
for consent or approval if such requesting party is a Certificateholder or a party to this Agreement, and otherwise from the Collection
Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination
event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable,
shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with the instructions of (prior
to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance with the applicable Outside
Servicing Agreement with respect to such termination event (provided that the Master Servicer shall only be required to comply
with such instructions if such instructions are in accordance with the applicable Outside Servicing Agreement and not inconsistent
with this Agreement); provided that, if such instructions are not provided within a reasonable time period (not to exceed
ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing Agreement) or if a Control
Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing Agreement to follow such
instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing
Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights
(such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period
of time that does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the
foregoing, during the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer
under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative
and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred
by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement shall
be paid by the Master Servicer out of the Collection Account. If the Trustee receives a request (and, if the Master Servicer, Special
Servicer or the Certificate Administrator receives such request, such party shall promptly forward such request to the Trustee)
from any party to the applicable Outside Servicing Agreement for consent to or approval of a modification, waiver or amendment
of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any


 



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servicing agreement
that is the successor to and/or in replacement of the applicable Outside Servicing Agreement in effect as of the Closing Date or
a change in servicer under the applicable Outside Servicing Agreement, then the Trustee is hereby directed to, and the Trustee
shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency Confirmation from each Rating
Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if a Certificateholder
or a party to this Agreement, and otherwise from the Collection Account) with respect to such consent or approval, and (b) unless
a Control Termination Event has occurred and is continuing or the related Outside Serviced Mortgage Loan is an Excluded Mortgage
Loan, the Trustee shall have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material
notices or other communications delivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying
Party (unless a Notifying Party has actual knowledge that such other Notifying Party (i) was copied on such original notice or
communication or (ii) actually received such notice or communication), the Operating Advisor, the Controlling Class Representative
(if a Consultation Termination Event does not exist) and the Depositor and, if such notice or communication is in the nature of
a notice or communication that would be required to be delivered to the Rule 17g-5 Information Provider (for posting to the Rule
17g-5 Information Provider’s Website in accordance with Section 12.13) if the related Outside Serviced Mortgage
Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5 Information Provider (who shall
promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13);
provided that, notwithstanding the foregoing, the Special Servicer shall have no obligation to forward any such notice or
communication under this provision unless (A) the Special Servicer is the only addressee of such notice or communication or (B)
there is no addressee on such notice or communication. Any obligation of the Master Servicer or Special Servicer, as applicable,
to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative and
the Certificateholders with respect to any Outside Serviced Mortgage Loan shall be dependent on its receipt of the corresponding
information and collections from the related Outside Servicer or the related Outside Special Servicer. Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Master Servicer, the
Special Servicer, the Operating Advisor or the Controlling Class Representative, in each case as and when applicable, to facilitate
the exercise by such party of any consent, approval or consultation rights set forth in this Section 3.01 with respect to
an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency
Confirmation on behalf of the Controlling Class Representative.


 


(j)             
With respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)             
pursuant to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable,
is obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund
Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to
such Outside Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and
the pro rata share of the holder(s) of the related


 



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Outside Serviced Companion Loan(s) to be determined based on the respective
principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable
Servicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but
only to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and
in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing
Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside
Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who
shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro
rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement),
and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization
Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or
“Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing
Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)            
With respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization
Trust established under the related Outside Servicing Agreement is required to indemnify each of the following parties in


 



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respect
of other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related Outside
Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related Outside Securitization
Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified
Parties”) shall be indemnified against any 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 such
Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred
in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement
(collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination
Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan Custodial Account”
or “Loan Combination Custodial Account” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated to the Outside
Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed
by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the insufficiency;


 


(iii)           
To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender
Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement
and any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, 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 Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)           
each Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each
Outside Operating Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)             
To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a
Note register for the related Mortgage Loan in accordance with such Loan Documents.


 






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(l)        
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 (for the purposes of this clause
(l), “Applicable Laws”), the Master Servicer may be required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the
parties hereto agrees to provide to the Master Servicer, upon its reasonable request, from time to time such identifying information
and documentation as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws;
provided that the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party
in connection therewith.


 


Section 3.02      
Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement,
any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting
as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the
Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than
the Outside Serviced Mortgage Loans) and the Serviced Companion Loan in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements
or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent
and under the same terms and conditions as if the Master Servicer alone was servicing and administering the Mortgage Loans (other
than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan. The Master Servicer shall be entitled to enter into
an agreement with any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.


 


Section 3.03      
Collection of Certain Mortgage Loan Payments.


 


(a)       
The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments
called for under the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing
Standard with respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the
related Mortgagor is in compliance with each provision of the related 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 any ARD Mortgage Loan or until the outstanding principal balance
of such ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take
action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan
Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect
fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or
other


 






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proceeds in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not
such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer,
with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use
its reasonable efforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under
the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or
Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in
connection with any delinquent Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan)
or Serviced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted
or required under Section 3.21 of this Agreement.


 


(b)       
If the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which
Excess Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor
that the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master
Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of
a clearly labeled item in the CREFC® Loan Periodic Update File. 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. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.


 


(c)       
With respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside
Trustee, the related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and
the related Outside Operating Advisor promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan,
promptly upon the related Servicing Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit
FF-3, Exhibit FF-4, Exhibit FF-5 or Exhibit FF-6 attached hereto, as applicable, stating that, as of the
Closing Date (or the related Servicing Shift Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage
Loan and directing each such recipient 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 Outside Serviced Mortgage Loan under the
related Co-Lender Agreement and the applicable Outside Servicing Agreement (which notice shall also provide contact information
for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and each party designated to exercise
the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement), accompanied by a copy of
an executed version of this Agreement, and (B) notice of any subsequent change in the identity of the Master Servicer or any
party designated to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement
(together with the relevant contact information). The Master Servicer shall, within one (1) Business Day of receipt of properly
identified funds, deposit into the Collection Account all amounts received with respect to each Outside Serviced Mortgage Loan,
the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO Property;


 






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provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt
of such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt of such amounts.


 


(d)        With
respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any
Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance
with the terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer
shall provide notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04      
Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)       
With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that
are or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From
time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills
for the payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such
Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments
as allowed under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes
aware in accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage
Loan) has failed to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to
pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall
as a Property Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be
a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with
the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the
Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be
a Property Advance with respect to a Mortgage Loan (other than an Outside Serviced Mortgage Loan) notwithstanding that the Master
Servicer or the Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance,
if making the payment (x) 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, or (y) would remediate any adverse environmental condition or circumstance at the related Mortgaged
Property, if, in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard that making the payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s)
(as a collective whole as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and,
in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related


 






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Subordinate Companion
Loan(s))). If the Special Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall
make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments
on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing
under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)       
The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced
Loan Combination constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish
and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments
shall be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit
into each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)
of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair
of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) in accordance with the
terms of the related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall
be entitled, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-B3, the Serviced Companion Loan Holders, and Various Mortgagors.”
Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)        
to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the
terms of the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)       
to transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master
Servicer, the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate)
relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination,
as applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)      for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan
or Serviced Loan Combination, as applicable, and the Servicing Standard;


 


(iv)      
to clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)       
to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in
the Escrow Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan
or Serviced Loan Combination, as applicable, or otherwise to the Master Servicer


 






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and (b) any other funds required to be released
to the related Mortgagors pursuant to the related Loan Documents; and


 


(vi)      
to remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)       
In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash
reserves to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration
of the Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)      
Unless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout
escrows or reserves established with respect to any Mortgage Loan as a prepayment of such Mortgage Loan if no event of default
has occurred under such Mortgage Loan.


 


(e)       
To the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the
terms of a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken
or completed pursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require
a physical inspection other than inspections described in Section 3.18 of this Agreement; provided that all
deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been made;
then the Master Servicer shall report the then current status as a failure) whether the related Mortgagor has failed to perform
such obligations under the related Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage
Loan or Serviced Loan Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within a reasonable
time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05     
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution
Account.


 


(a)       
The Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of
the Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The
Collection Account shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other
than the Excess Interest) will be assets of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer
shall transfer to the Collection Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated
by Section 3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts
required to be deposited therein pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or
cause to be deposited in the Collection Account, within one (1) Business Day following receipt of properly


 






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identified funds, (x)
all Net Liquidation Proceeds received on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection
with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in
this Agreement, and (y) without duplication, the following payments and collections received or made by it on or with respect to
the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination):


 


(i)        
all payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)       
all payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)      
all Yield Maintenance Charges on such Mortgage Loans;


 


(iv)      
all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for
deposit in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)       
all Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)      
any amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection
Expenses, (B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements
in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer
as provided herein;


 


(vii)     
any Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 


(viii)    
any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master
Servicer or Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;


 


provided, however,
that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are received
after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit
such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as


 






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applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts
that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special
Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master
Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special
Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received
the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant
to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or Modification Fees
received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute servicing
compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall not deposit
such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv) of this Agreement.
In the event that the Master Servicer deposits 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. The Master
Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number
of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent
change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph with respect
to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but
in no event later than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer
for deposit into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other
than a Mortgage Loan related to a Serviced Loan Combination) shall initially be deposited by the Special Servicer into the related
REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in accordance with Section 3.16
of this Agreement.


 


(b)       
The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders.
Each of the Distribution Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or
as sub-accounts of a single Eligible Account. With respect to each


 






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Distribution Date, on or before such Distribution Date,
the Certificate Administrator shall be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution Account,
as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution
Account and the Upper-Tier REMIC Distribution Account, as set forth in Section 4.01 hereof, and shall cause the amount
of Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the Certificates,
pursuant to Section 4.01 hereof on such date.


 


(c)       
The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation
Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator
on behalf of the Trustee for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest
bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series
administered by the Certificate Administrator and other accounts of the Certificate Administrator.


 


Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess
Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for
deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on
each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as
determined by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution
Date, in each case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the
Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(d)       
[RESERVED]


 


(e)       
Prior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess
Interest is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b)
of this Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name
of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates.
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the
Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in
the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


 


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) of this Agreement.


 


Following the distribution
of Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which there are no longer
any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution Account.


 






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(f)        
Notwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account
may all be sub-accounts of a single Eligible Account; provided that each of them shall be treated as a separate account for
purposes of deposits and withdrawals under this Agreement.


 


(g)       
If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case
may be, pursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain
one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee 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 Loss of Value Reserve Fund shall be accounted
for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value
Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders (or, in the case of any income
earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation) as damages paid to and distributed
by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage Loan Seller 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 Fund 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 related account in the Loss of Value Reserve Fund for all federal income tax purposes,
and shall be taxable on all income earned thereon.


 


(h)       
For the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve 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 will be owned by the Grantor Trust, and the Upper-Tier REMIC
Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


 


Section 3.05A.   Loan
Combination Custodial Account.


 


(a)       
The Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate
accounts, which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination
Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited
and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related
Serviced Companion Loan Holder, as their interests may appear; provided that a Loan Combination Custodial Account may be
a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account
for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account
or a subaccount of an Eligible


 






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Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial
Account, within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer,
when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it
on or with respect to the related Serviced Loan Combination:


 


(i)        
all payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal
component of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)       
all payments on account of interest on the related Serviced Loan Combination;


 


(iii)      
all Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)      
any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses
realized on Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)       
all amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to
such Loan Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the
related REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)      
all Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced
Loan Combination (other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection
with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in
this Agreement);


 


(vii)     
any amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property
Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent
not permitted to be retained by the Master Servicer as provided herein; and


 


(viii)    
any other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account
by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial Account within one (1)
Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related Loan Combination
Custodial Account within two (2) Business Days of receipt thereof.


 


(b)       
The foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood
and agreed that, without limiting the


 






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generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees,
Assumption Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account
by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer
or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or
other Additional Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section
3.12 of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary
Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional
Servicing Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it
is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the
Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess
percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable)
the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c),
as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial
Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location and account number of each
Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and
the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained as
a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed
securities of other series and the other accounts of the Master Servicer.


 


(c)       
Upon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a)
with respect to a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after
receipt, remit such amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section
3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not
be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the
Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered
because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect
to an REO Property that relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related
REO Account (or, at the option of the Special Servicer, remitted by the applicable property


 






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manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance
with Section 3.17 of this Agreement.


 


Section 3.06      
Permitted Withdrawals From the Collection Account.


 


(a)       
The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below
not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees
in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)        
to remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds
Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e), 3.23,
4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 


(ii)       
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts)
and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or
reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any
such Person pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced
Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan
or REO Property respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance
is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related
Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest
Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage
Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit
in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Loan
Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such
payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular
Mortgage Loan or REO Property respecting which such Advance was made, which Net Liquidation Proceeds were received in connection
with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”, (C) to
the extent not reimbursed pursuant to Section 3.14 of this Agreement, for Advances and any related Advance Interest
Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances or are not


 



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recovered from recoveries in respect
of the related Mortgage Loan, Serviced Loan Combination or REO Property after a Final Recovery Determination to the extent not
recovered from the related Loan Combination Custodial Account and Advance Interest Amounts thereon, first, out of the principal
portion of general collections on the Mortgage Loans and REO Properties, and second, to the extent the principal portion
of general collections is insufficient and with respect to such excess only, subject to any election in its sole discretion to
defer reimbursement thereof pursuant to Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and
REO Properties, and (D) for Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon, first, out
of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed
pursuant to clause (C) above, and second, upon a determination by the Master Servicer, the Special Servicer or the
Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable
Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO Property that relates to a Serviced
Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant
to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto, shall be paid from the Collection Account
as provided in this clause (ii)(D));


 


(iii)       
to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect
to Mortgage Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the
immediately preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding
Interest Accrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received
on the related Mortgage Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)
of this Agreement any interest or investment income earned on funds deposited in the Collection Account and, in the case of the
Special Servicing Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO
Mortgage Loan related to a Serviced Loan Combination, (A) Servicing Fees may be paid out of the Collection Account pursuant
to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property,
which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii)
of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of the
related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection
Account pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation has not been paid out
of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)      
in accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out
of general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage
Loans)


 






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for any unreimbursed expense 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 performance
of its duties under Section 2.03 of this Agreement in connection with such Material Defect or out of the enforcement of
the repurchase or substitution obligation or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the
applicable Mortgage Loan Purchase Agreement in connection with such Material Defect, together with interest thereon at the Advance
Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent that
such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this clause (iv)
with respect to any Mortgage Loan being subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan, then
such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents such expense
in accordance with clause (f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount less
than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance
pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled
to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement
of the Material Defect claim, or payment of such Loss of Value Payment, as the case may be;


 


(v)       
to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the
Trust Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e)
of this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this
Agreement (provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed
pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));


 


(vi)      
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay
the Master Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses
(other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related
Mortgage Loan has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing
Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor
Consulting Fee is actually received from the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid
Asset Representations Reviewer Asset Review Fee (to the extent such fee is payable by the Trust), unpaid CREFC®
Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi),
Section 2.03(j)(viii), the second sentence of Section 3.07(c),


 






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Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d), Section 11.02(a),
Section 11.02(b) or Section 12.07 of this Agreement, or any other provision of this Agreement pursuant to which
such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable
under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section,
including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled
to payment or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced Loan Combination,
such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such
Serviced Loan Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this
clause (vi), and provided, further, that Special Servicing Compensation with respect to any Serviced Companion
Loan (or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause (vi));


 


(vii)     
to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any
amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes
imposed on either Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)    
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account
as are contemplated by Section 3.14 of this Agreement;


 


(ix)      
to make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred
to the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)        
to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)       
to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall use efforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion
Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder)
and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust


 






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Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


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 parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection
Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the
Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer
(or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep
and maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a
loan-by-loan basis.


 


With respect to each
Outside Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii),
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid
to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein.


 






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The Trustee, the Custodian,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®,
the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income),
Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees,
Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the
related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the
extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and (for each of such
Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional Trust Fund
Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in the Collection
Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors for any invoices submitted
to the Trustee, the Master Servicer or the Special Servicer, as applicable).


 


(b)      
The Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts
received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be
deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as
any amount referred to in the preceding sentence is 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, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited
therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement),
then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge,
provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy number (888) 706-3565 (or
such alternative number provided by the Master Servicer to the Certificate Administrator in writing) and by electronic mail at
NoticeAdmin@midlandls.com (or such alternative email address provided by the Master Servicer to the Certificate Administrator
in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however,
that the Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate until such late
payment is received by the Certificate Administrator.


 


(c)       
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related REO Property, then the Special Servicer shall (provided that, with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five 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 3.06(a) of this
Agreement, for any Nonrecoverable Advance made


 






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by such party with respect to such Mortgage Loan or any related REO Property (together
with any related Advance Interest Amounts);


 


(ii)      
to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value
Payments, would constitute an Additional Trust Fund Expense, and to pay, in accordance with Section 3.06(a) of this Agreement,
any unpaid Liquidation Fee due and owing to the Special Servicer with respect to such Mortgage Loan or any related REO Property;


 


(iii)      
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (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 Mortgage Loan;


 


(iv)      
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related 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)
above 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 REO Mortgage 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, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred
with respect to the Mortgage Loan related to such contribution.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) - (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 Mortgage 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 (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage
Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (i)-(iii) of the prior paragraph.


 


Section 3.06A.   Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)         The Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination
only as described below (the order set forth below not constituting an order of priority for such withdrawals), subject to the
application of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14
of this Agreement:


 






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(i)        
(A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance
Date, in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account
for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before
the Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar
month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including
any applicable Trust Reimbursement Amount, and (B) on or prior to the related Serviced Loan Combination Remittance Date in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination
Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the
related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount;


 


(ii)       
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to
such Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect
to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right
to reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related
Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan
Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount
(but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts
shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges)
or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related
Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance
with respect to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any related Advance
Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO
Companion Loan), except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of
Advances or any related Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 






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(iii)      
to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid
Servicing Fee with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against Prepayment
Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the
related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance
with Section 3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial
Account and (B) to the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced
Loan Combination; provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO
Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments shall be made taking into account
the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related
Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation earned with respect to the related Serviced Companion
Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable
to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that
this proviso is in no way intended to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement
to seek payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion
Loan from the related Serviced Companion Loan Holder);


 


(iv)      
to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related
REO Property pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)       
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the
Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special
Servicer or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred
by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section
3.08(b), Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c),
Section 3.16(a), Section 6.03, Section 7.04, the last sentence of Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 12.07, or any other provision of this Agreement pursuant to which such Person
is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under such
Section and to the extent related to such Serviced Loan Combination and not related to amounts which are solely expenses of the
Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation
of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed to modify the substance
of any such Section, including the provisions of such Section that set forth the extent to which


 






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one of the foregoing Persons is
or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement to the Operating Advisor, the
Asset Representations Reviewer or the Certificate Administrator or payment or reimbursement of costs and expenses associated with
obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts otherwise payable
to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or successor REO Companion Loan)
(provided that, in the case of a Serviced AB Loan Combination, such payments or reimbursements shall be made taking into account
the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related
Co-Lender Agreement), and no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan Rating Agency
Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to
the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)       
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination
Custodial Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)      
to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)    
if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)       
to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) - (ix) above.
If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect
to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an
extent that the Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense,
indemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall
use efforts consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections
on such


 






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Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust
Reimbursement Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”)
collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt
of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the
Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from
funds on deposit in a Loan Combination Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date
in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master
Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable
to the Trust pursuant to the related Co-Lender Agreement with respect


 






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to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination Remittance
Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for
any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and
before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder
all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any
applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection Account to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.


 


(b)       
Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer
shall withdraw from the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within
one (1) Business Day of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments
received by the Master Servicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor
REO Loan with respect thereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance with
the related Co-Lender Agreement) unless such amount would otherwise be included in the monthly remittance to the related Serviced
Companion Loan Holder for such month pursuant to Section 3.06A(a); provided, however, that to the extent any
such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business Day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds.


 


Section 3.07      
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)        
The Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct
any depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject
to the second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan
Combination Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this
Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or
more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than
the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall
be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required
hereby or is payable on demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor Accounts”),
the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is


 






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required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided
that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this
Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds
in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each
case for the benefit of the Certificateholders). The Trustee (for the benefit of the Certificateholders) shall have sole control
(except with respect to investment direction, which shall be in the control of the Master Servicer (with respect to the Collection
Account, any Loan Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts
and any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each such investment and
any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee (which
shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document of transfer, if any,
necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Certificateholders). Neither
the Trustee nor the Certificate Administrator shall have any responsibility or liability with respect to the investment directions
of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer,
any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the
event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent with
any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts
on deposit in the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account
and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain uninvested.


 


(b)       
All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the
Master Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required
under the Mortgage Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any
REO Account and any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection
Account, a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special
Servicer, as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b)
of this Agreement, as applicable. The Master Servicer (or with respect to any REO


 






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Account and any Loss of Value Reserve Fund, the
Special Servicer) shall deposit from its own funds into any applicable Investment Account, the amount of any loss incurred in respect
of any such Permitted Investment immediately upon realization of such loss (except with respect to losses incurred as a result
of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct such investment in such Mortgagor
Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may reduce the amount of
such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer
shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments,
except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced
Loan Combination) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their
respective capacities as Master Servicer and Special Servicer, respectively) 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
is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in
the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days
prior to the 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 Trustee may,
and upon the request of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take
such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event
that the Trustee does not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost
and expense.


 


Section 3.08      
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)       
The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent
available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended
coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%)
of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan
and the related Serviced Companion Loan or such greater amount as is


 






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necessary to prevent any reduction in such policy by reason
of the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer
and provided such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of
rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced Companion
Loan. Subject to Section 3.16 of this Agreement, the Special Servicer in accordance with the Servicing Standard and
to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing
Standard), shall cause to be maintained for each REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) no less insurance coverage than was previously required of the Mortgagor under the related Loan Documents (except to the
extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default); provided that to the extent
the Loan Documents require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition
of “Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special
Servicer, to the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer
that does not meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer
rated at least as indicated in the definition of “Qualified Insurer”. All insurance for an REO Property shall be from
a Qualified Insurer, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts collected
by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration
or repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related
Loan Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan
Combination Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant
to Section 3.05, Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost
incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than flood insurance
or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by the
Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations
as shall at any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than
an REO Property and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special
flood hazard area, the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to
maintain, to the extent required by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain
(subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof.
Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage
Loan and the related Serviced Companion Loan and (ii) the maximum amount of such insurance required by the terms of the related
Mortgage Loan or Serviced Loan Combination and as is available for the related property under the national flood insurance program
(assuming that the area in which such property is located is participating in such program). If a Mortgaged Property (other than
an REO


 






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Property) is related to a Serviced Loan pursuant to which earthquake insurance is required to be maintained pursuant to
the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts consistent with the Servicing
Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject
to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available
at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage
Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property (other than an REO Property
related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard area or (ii) is
related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard
and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of
this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof
providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master
Servicer or Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced by the
Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master
Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee
and the Certificateholders and the Serviced Companion Loan Holders, claims under each related insurance policy maintained by it
pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained by
the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf
of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer,
and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is
offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not
be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such insurance
is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided,
however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake
or environmental insurance policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or
Serviced Loan Combination waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause
the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property,
the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental
insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available
at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor
to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing
Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably
require, subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability
of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall,
to the extent consistent with the Servicing Standard, be entitled to


 






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rely, at its own expense, on insurance consultants in making
such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made
more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer or the Special
Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


Upon the renewal of any
insurance policy that the Master Servicer or the Special Servicer, as applicable, is required to maintain (or cause to be maintained)
with respect to each GACC Mortgage Loan (other than an Outside Serviced Mortgage Loan and any REO Property related to an Outside
Serviced Mortgage Loan) and any related Serviced Companion Loan(s) pursuant to this Section 3.08(a), the Master Servicer
or the Special Servicer, as applicable, shall cause or require such insurance policy to provide for a deductible not higher than
5% of the subject Mortgaged Property’s replacement cost, in each case to the extent not inconsistent with the related Loan
Documents and in accordance with the Servicing Standard.


 


(b)        
(i)  If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy
insuring against fire and hazard losses on all of the Mortgaged Properties (other than REO Properties and other than
Mortgaged Properties that secure the Outside Serviced Mortgage Loans) as to which the related Mortgagor has not maintained
insurance required by the related Mortgage Loan or, if applicable, related Serviced Loan Combination (other than any
Mortgagor that is required under the related Loan Documents to maintain insurance with an insurer rated better than as
indicated in the definition of “Qualified Insurer” that maintains insurance with an insurer rated at least as
indicated in the definition of “Qualified Insurer”) or the Special Servicer obtains and maintains a blanket
insurance policy insuring against fire and hazard losses on all of the REO Properties (other than REO Properties acquired in
respect of the Outside Serviced Mortgage Loan), as required under this Agreement, as the case may be, then the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective
obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any
such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event
that (i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the
provisions of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if
applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise payable under the blanket
policy because of such deductible


 






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clause to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Mortgage Loan or Serviced Loan Combination or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard. In connection with its activities as Master Servicer
or the Special Servicer hereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to
prepare and present, on behalf of itself, the Trustee and Certificateholder and any related Serviced Companion Loan Holder,
claims under any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and
to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)       
If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property
that secures an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired
in respect of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall
be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than
the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or
Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance
pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the
related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and
(ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)      
In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property
to be covered by such “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 as a Property Advance. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any claim under an insurance policy described above
(whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)       
The Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of
insurance coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form
as is consistent with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against
loss occasioned by fraud, theft or other intentional misconduct of the officers and


 






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employees of the Master Servicer or the Special
Servicer, as the case may be. The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision
if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special
Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned
by the errors and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and
any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent
with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account
rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event less
than “A-” as rated by S&P and “A-” as rated by Fitch, the Master Servicer or the Special Servicer,
as applicable, may self-insure for the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer
shall cause each and every Sub-Servicer it has engaged to maintain or cause to be maintained by an agent or contractor servicing
any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions
insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the
Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under
this Section 3.08(c) shall be issued by a Qualified Insurer.


 


(d)       
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 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 3.09      
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)       
Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision
under the Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the
preparation of written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard
whether to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the
Master Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect
to any Performing Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer
shall process and analyze any such request, including the preparation of written materials in connection with such analysis, in
accordance with the Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether
or not to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 






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Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner
consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted
by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the
related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt
of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent
that it is processing such request pursuant to the first paragraph of this Section 3.09(a), with the written consent of
the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced
Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event less than 5 Business Days
after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation
and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer
that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be
delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer,
as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent
would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special
Servicer to the extent required pursuant to this Section 3.09(a)) or the Special Servicer, as applicable, has made any determination
to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as
applicable, shall: (1) deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything
herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special
Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms
of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents
with respect thereto; and (2) close the related transaction, subject to the consent of the Special Servicer obtained as described
above (if the Master Servicer is processing such request), any applicable consultation rights of the Operating Advisor (to the
extent the Operating Advisor has consultation rights pursuant to Section 3.29 or Section 6.09) and the consultation
and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion
Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a), and as otherwise provided
in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25
and Section 3.28; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such
agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions
or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or
(ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage.


 






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With respect to all Serviced
Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the
Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action,
obtain the written consent of the related Outside Controlling Note Holder (to the extent set forth in the related Co-Lender Agreement
if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s)
(exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, which
consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by such related Directing Holder
of the Major Decision Reporting Package for such action, which recommendation and information may be delivered in an electronic
format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In
addition, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any
“due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall have received a prior written
Rating Agency Confirmation with respect to such action, or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage
Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of the Mortgage
Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value
Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater
than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan, any
related Serviced Companion Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of
the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based
on principal balance or (3) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination)
has a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision
contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such
waiver or grant of consent under any “due-on-encumbrance” provision if the related Serviced Mortgage Loan satisfies
the conditions set forth in clause (2) or clause (3) above of this sentence. Further, neither the Master Servicer nor the Special
Servicer may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless (1) the Master
Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this
Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to such action, or (2) the
related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less
than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or
less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single
Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the related Serviced Mortgage Loan (including a Serviced
Mortgage Loan related to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided that, for
the avoidance of doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency
Confirmation shall be required in connection with such waiver or grant of consent under any “due-on-sale” provision
if the related Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For
the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sales or transfers of Mortgaged Properties,
in full or


 






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in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner,
in each case to the extent not permitted under the related Loan Documents, and due-on-encumbrance provisions shall include, without
limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred
equity in any Mortgagor or its owners, in each case to the extent not permitted under the related Loan Documents.


  


The Master Servicer or
the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section
3.09(a)), shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer,
as applicable, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
the Operating Advisor, the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion
Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto
a copy of such agreement, and shall also deliver to the Certificate Administrator (or a Custodian appointed by it) an original
of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt
thereof by the Master Servicer or the Special Servicer, as applicable.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer
or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule
17g-5 Information Provider’s Website in accordance with Section 12.13 of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all
costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be
paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating
agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional
Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any
such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this
Agreement.


 


(b)       
Nothing in this Section 3.09 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 lien or other encumbrance with respect to such Mortgaged Property.


 






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(c)        
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither
the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement
entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any
term of any Mortgage Loan or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this
Agreement.


 


(d)        
With respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through
defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)          Subject
to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24 and 6.09
with respect to Major Decisions and Special Servicer Decisions, the Master Servicer shall process all defeasances of Serviced
Mortgage Loans and Serviced Loan Combinations in accordance with the terms of the related Loan Documents, and shall be entitled
to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include
the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to which the Special
Servicer is entitled under this Agreement).


 


(ii)         In the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the
Trustee purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master
Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense
(to the extent consistent with the related Loan Documents), purchase or cause the purchase of such obligations in accordance with
the terms of such Mortgage Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor,
or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion
Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid
by the related Mortgagor to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have
been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines
of the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q
to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the
“Retained Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator
has transferred to a third party or has retained the right to establish or designate the successor borrower and/or to purchase
or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In
the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained
Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days
of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller (or such other


 






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party specified
below) or to the related Mortgage Loan Seller’s assignee. Until such time as CREFI provides written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which CREFI is the related
Mortgage Loan Seller shall be delivered to richard.simpson@citi.com and ana.rosu@citi.com. Until such time as GACC provides written
notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which
GACC is the related Mortgage Loan Seller shall, subject to the following sentence, be delivered to German American Capital Corporation,
60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com.
With respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as CrossPoint, the
notice of a defeasance shall be delivered to Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York
10022, Attention: Legal Department.


 


(iii)      
The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require,
delivery of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related
Loan Documents) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the
defeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment
thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection
with such defeasance shall be in form and substance acceptable to the Master Servicer.


 


(iv)      
The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain,
a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from
an Independent certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)       
To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through
defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the
Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master
Servicer has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this
Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by
Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a
Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)      
If the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an
accommodation Mortgagor to assume


 






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such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish
at the Mortgagor’s cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the
Trustee and the Certificate Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant
to the then most recently published guidelines of the Rating Agencies).


 


(vii)     
To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay
all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In
the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs
and expenses shall be Additional Trust Fund Expenses.


 


(viii)    
In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency
Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions
to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required
under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be
imposed as a result of the violation of applicable law or the Loan Documents).


 


(ix)      
The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury
Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided,
that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the
status of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (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” as set forth in Section 860G(c) of the Code).


 


(e)       
Notwithstanding any other provision of this Agreement, without any other approval or consent, the Master Servicer (for Performing
Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent
to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking,
public improvements or another purpose (and may consent to subordination of the related Serviced Loan to such easement, right of
way or similar agreement); provided that in each case, the Master Servicer or Special Servicer, as applicable, (i) shall
have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially
and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property
and (ii) shall have determined that such easement, right of way or similar agreement will not cause either Trust REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the


 






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Special Servicer may rely
on an Opinion of Counsel in making any such determination under clause (ii) above.


 


Section 3.10     
Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)       
Promptly upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall
use reasonable efforts to obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by,
and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however,
that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which
there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing
Standard that such previously obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal
Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal.
Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be
delivered by the Special Servicer, upon request, to each related Serviced Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special
Servicer with respect to such Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably
required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof using reasonable efforts
to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written request. Upon obtaining
actual knowledge or receipt of notice by the Master Servicer that an Outside Serviced Mortgage Loan has become an AB Modified Loan,
the Master Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside 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 (and does receive within a reasonable period
of time) and reasonably believes is necessary to perform such calculation, calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Master Servicer from the Outside
Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage Loan,
and all other information relevant to a Collateral Deficiency Amount determination. In connection with its calculation of a Collateral
Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Master Servicer shall
be entitled to conclusively rely on any appraisal or other information received from the related Outside Servicer, Outside Special
Servicer or Outside Trustee. The Master Servicer shall notify


 






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the Special Servicer and the Certificate Administrator of any Collateral
Deficiency Amount calculated by the Master Servicer with respect to an Outside Serviced Mortgage Loan that has become an AB Modified
Loan. The Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any Collateral Deficiency
Amounts calculated by the Master Servicer with respect to an Outside Serviced Mortgage Loan. Upon any other party to this Agreement
obtaining knowledge or receipt of notice that an Outside Serviced Mortgage Loan has become an AB Modified Loan, such party shall
promptly notify the Master Servicer thereof. Neither the Trustee nor the Certificate Administrator shall calculate or verify any
Collateral Deficiency Amount. For the avoidance of doubt, the Master Servicer shall only calculate Collateral Deficiency Amounts
with respect to Outside Serviced Mortgage Loans.


 


The Certificate Balance
of each Class of applicable Principal Balance Certificates shall be notionally reduced (solely for purposes of determining the
identity of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event,
and, to the extent expressly set forth herein, for purposes of allocating and/or exercising Voting Rights in connection with certain
circumstances involving the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal
Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any
Distribution Date shall be applied to notionally reduce the Certificate Balances of the following Classes of Certificates in the
following order of priority: first, to the Class NR-RR Certificates; second, to the Class H-RR Certificates; third,
to the Class G-RR Certificates; fourth, to the Class F-RR Certificates; fifth, to the Class E-RR Certificates; sixth,
to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates;
ninth, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates
and (vi) Class A-AB Certificates, based on their respective Certificate Balances (provided in each case that no Certificate
Balance in respect of any such Class may be notionally reduced below zero). In addition, as of any date of determination for purposes
of determining the Controlling Class or the occurrence of a Control Termination Event, and after taking into account the allocations
contemplated by the prior sentence, the Collateral Deficiency Amounts shall be applied to notionally reduce the Certificate Balances
of each Class of the Control Eligible of Certificates in the following order of priority (in each case after taking into account
any Appraisal Reduction Amounts allocated thereto): first, to the Class NR-RR Certificates; second, to the Class
H-RR Certificates; third, to the Class G-RR Certificates; fourth, to the Class F-RR Certificates; and fifth,
to the Class E-RR Certificates (provided in each case that no Certificate Balance in respect of any such Class may be notionally
reduced below 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 the preceding two sentences.


 


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth
herein, for the purposes of allocating and/or exercising Voting Rights in connection with certain circumstances involving the termination
of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes
of determining the Controlling


 






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Class or the occurrence of a Control Termination Event, the appraised value of the related Mortgaged
Property shall be determined on an “as-is” basis.


 


Each of the Master Servicer
and the Special Servicer (in each case, to the extent any such amount is required to be calculated by it) shall promptly notify
the other such party, the Operating Advisor and the Certificate Administrator of the determination and any redetermination of (i)
any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount
by providing such information in the CREFC® Appraisal Reduction Template, and the Certificate Administrator shall
promptly post notice of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative
Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal Reduction Template, on the Certificate
Administrator’s website.


 


Any Appraisal Reduction
Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion
Loan(s) (up to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related Serviced
Pari Passu Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal balances
of such related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 


The Holders of the majority
(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal of the Mortgaged Property securing any Serviced Loan as to which there exists an Appraisal Reduction
Amount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall
use its reasonable efforts to cause such Appraisal to be (i) delivered within 30 days from receipt of the Requesting
Holders’ written request and (ii) prepared on an “as-is” basis by an Appraiser in accordance with MAI
standards. Upon receipt of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted and, if so warranted, the Special Servicer shall recalculate such Appraisal Reduction Amount or
Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information reasonably requested by
the Special Servicer from the Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable. If required by any such recalculation, the applicable Appraised-Out Class shall
be reinstated as the Controlling Class and each other Appraised-Out Class will, 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 Special Servicer shall promptly deliver notice to the Certificate Administrator and the Master Servicer of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website.


 


Any Appraised-Out Class
as to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral
Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class
until such time, if any, as such Class is reinstated as the Controlling Class and no Control Termination Event exists, and the
rights of the Controlling Class shall be exercised by


 






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the most subordinate Class of Control Eligible Certificates that is not an
Appraised-Out Class, if any, during such period.


 


Appraisals that are obtained
by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the
Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard
to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)       
In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings
as a Property Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would
constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer
out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance
Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of
the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator,
any related Outside Controlling Note Holder, the Operating Advisor and (prior to the occurrence and continuance of a Consultation
Termination Event) the Controlling Class Representative.


 


In the event that title
to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure
or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its
nominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and
managed by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier
Regular Interests and on behalf of the holders of the Certificates and, if applicable, and the related Serviced Companion Loan
Holders. Notwithstanding any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced
Mortgage Loan shall (except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust
Fund until such time as the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of
expenses.


 






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(c)       
Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.10 unless either:


 


(i)        
such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the
meaning of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)       
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust
REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)       
Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall,
on behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect
partnership or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the
Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund) to the effect that the holding of such partnership or membership interest or other equity interest by the Trust
Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to
qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes at any time that any Certificate is outstanding.


 


(e)       
Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of
the Trust Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result
of foreclosure or by deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership
interest in any Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and
shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of
any such action, the Custodian, the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable,
the related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the
Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment
report prepared by an Independent Person who regularly conducts environmental audits, 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 Trust Fund and any related Serviced Companion Loan Holder


 






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(as
a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(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 Trust
Fund and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related
Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of any related Subordinate Companion Loan(s))) to take such actions with respect to the affected
Mortgaged Property as could be required by such law or regulation.


 


In the event that the
environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and
any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the
Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan
Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and
any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)        
The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within
three months of the determination that such assessment is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in
a manner consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or
prior to the Closing Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential
pollution conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The
Master Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines,
in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall
be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled
to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set
forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e)
of this


 






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Agreement shall be provided to the Holder of any Principal Balance Certificates and any related Serviced Companion
Loan Holder upon written request to the Special Servicer.


 


(g)       
If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property
is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any
related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance
therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances
referred to therein relating to Hazardous Materials are present, but that it is in the best economic interest of the Trust Fund
and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan
Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature
of any related Subordinate Companion Loan(s)), to take such action with respect to the containment, clean-up or remediation
of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as
a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in the
case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s)).
The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)       
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the IRS 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 Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer
shall report to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer
shall report, via IRS Form 1099C, all forgiveness of indebtedness 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,
the Certificate Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section 3.11     
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full
of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification
that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall
immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion
Loan Holder by delivery of a certification (which certification 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 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File.
No expenses incurred


 






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in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust
Fund.


 


From time to time upon
request of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the
Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated
in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate
Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced
Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing
Officer stating that such Mortgage Loan or Serviced Loan Combination 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 have been so deposited, or that
such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Certificate Administrator shall deliver (or cause
any Custodian appointed by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, 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 Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement 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 or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced
Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan,
the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original
Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C
attached hereto to the Certificate Administrator and the Certificate Administrator shall release (or cause any Custodian appointed
by it to release) such original Note to the requesting party or its designee. In connection with the release of the original Note
for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate Administrator (or a Custodian
appointed by it) shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the
related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf
of and for the benefit of the Trustee.


 






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Section 3.12      
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)       
As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan
(including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan,
each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion
Loan that is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall
be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof,
the related Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or
Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional
servicing compensation (the following items, collectively, “Additional Servicing Compensation”), (i) 100%
of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented
to by the Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer,
(ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer
elects to handle any related processing), (iii) 100% of any defeasance fee received in connection with a defeasance of a Serviced
Loan as contemplated under Section 3.09 of this Agreement (provided that for the avoidance of doubt, any such defeasance
fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance
to which the Special Servicer is entitled under this Agreement), (iv) 100% of any Assumption Fees with respect to a Performing
Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Master Servicer
that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a Performing Serviced
Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer
(whether or not the Special Servicer elects to handle any related processing), (vi) the aggregate Prepayment Interest Excess
(exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount is not
required to be included in any Compensating Interest Payment, in each case to the extent received and not required to be deposited
or retained in the Collection Account pursuant to Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees
(other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges) actually received from Mortgagors
with respect to the accounts held by the Master Servicer pursuant to this Agreement or the related Loan Documents, including the
Collection Account or any related subaccount, any Escrow Account or related subaccount, any Loan Combination Custodial Account
or related subaccount, any Lock-Box Account or related subaccount or any reserve account or related subaccount, (viii) 100% of
assumption application fees actually received from Mortgagors on Performing Serviced Loans (if the related assumption was
processed by the Master Servicer), (ix) 100% of Consent Fees with respect to a Performing Serviced Loan that did not require
the approval of, or processing by, the Special Servicer, (x) 50% of any Consent Fees with respect to a Performing Serviced
Loan consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related
servicing matter), (xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Serviced Loan other than
Excess Penalty Charges accrued during the period such Serviced Loan is a Specially Serviced Loan (provided that for the
avoidance of doubt, the Master Servicer


 






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shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued
while the related Serviced Loan is a Performing Serviced Loan even if collected when the Serviced Loan is a Specially Serviced
Loan), (xii) 100% of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts held
by the Master Servicer, and (xiii) 100% of beneficiary statement charges actually received from Mortgagors to the extent the related
beneficiary statements were prepared by the Master Servicer; provided, however, that the Master Servicer shall not
be entitled to apply or retain any amounts described in clauses (i) through (v) above as additional compensation with respect
to a specific Mortgage Loan or Serviced Loan Combination, as applicable, with respect to which a default or event of default thereunder
has occurred and is continuing unless and until such default or event of default has been cured (or has been waived in accordance
with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts
and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due
with respect to such Mortgage Loan or Serviced Loan Combination, as applicable, and (y) in the case of expense items, that
arose within the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent
provided for in Sections 3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw from
the Collection Account and the Loan Combination Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not
payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination or applicable law) any interest or other income
earned on deposits therein. Interest or other income earned on funds in the Collection Account, Loan Combination Custodial Account
and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master Servicer as additional
servicing compensation and interest or other income earned on funds in any REO Account shall be payable to the Special Servicer.
In addition, the Master Servicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor
request with respect to any Performing Serviced Loan that either does not relate to a Major Decision or a Special Servicer Decision
or relates to a Major Decision or Special Servicer Decision that is being processed by the Master Servicer with the mutual agreement
of the Special Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with
the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this


 






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Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 


Midland Loan Services,
a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided
that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor
shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement,
and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association
and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar
is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take
any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing
Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association and each holder
of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right
shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such holder of an Excess
Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor,
the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Registrar and the Special Servicer against any liability that may
result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right in any
manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would
require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following
any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall
pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage
Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business
Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided
by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate
Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or


 






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the Custodian
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced
Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any
related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees
with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(b)       
As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled
with respect to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall
pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein,
the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent,
the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights
to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this
Agreement.


 


(c)       
As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced
Loan (including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in
the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a)
and Section 3.06A. The Special Servicer’s rights to 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. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the following
items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer
pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer


 






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elects to handle any related processing);
(ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) 100% of any Assumption
Fees with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan
involving a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether
or not the Special Servicer elects to handle any related processing); (v) 100% of Ancillary Fees (other than (A) fees for
insufficient or returned checks and (B) beneficiary statement charges) actually received from Mortgagors with respect to accounts
held by the Special Servicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund
and any REO Accounts; (vi) 100% of assumption application fees actually received from Mortgagors on (A) Specially Serviced Loans
and (B) Performing Serviced Loans if the related assumption was processed by the Special Servicer; (vii) 100% of Consent Fees
with respect to a Specially Serviced Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced Loan consented
to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing matter);
(ix) 100% of Excess Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced Loan is a Specially
Serviced Loan and actually received from the Mortgagors (provided that for the avoidance of doubt, the Special Servicer
shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is
a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); (x) any interest or
other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund; (xi) 100% of fees for insufficient or returned
checks actually received from Mortgagors relating to the accounts held by the Special Servicer; and (xii) 100% of beneficiary statement
charges actually received from Mortgagors to the extent the related beneficiary statements were prepared by the Special Servicer.
In addition, the Special Servicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor
request with respect to any Specially Serviced Loan or with respect to any Performing Serviced Loan as to which the Mortgagor request
relates to a Major Decision or a Special Servicer Decision that is being processed by the Special Servicer, to the extent such
fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually
paid by or on behalf of the related Mortgagor. The Special Servicer shall not be entitled to any Special Servicing Fees with respect
to the Outside Serviced Mortgage Loans.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this


 






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paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


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 Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. 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. If the Special Servicer
is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or
resignation, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently
becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced
Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or
terminated Special Servicer had 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 full and timely Monthly Payments
as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes a Corrected
Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w) of
the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such Mortgage
Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan. In either case, the successor special servicer
will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation
in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation
Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial Account,
as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection with,
or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee” herein.
Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee and
a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For purposes
of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under Section 6.08
of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan


 






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Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss
and that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred
as a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer
shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion
Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect
to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to
the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related
Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect
to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless
otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such Companion
Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari
Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights
of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)       
The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from
the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)
of this Agreement.


 


(e)       
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted
from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such
risk or liability.


 






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If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)        
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer,
within two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has
received such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)       
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 or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.12; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as
an Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with
respect to an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable
Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan. For the avoidance of doubt, the
foregoing is not intended to act as a prohibition on the right of any entity acting in the capacities of both Master Servicer and
Special Servicer from receiving or retaining any fees, compensation or other remuneration it is entitled to in its capacity as
Master Servicer pursuant to this Agreement.


 






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(h)         
If a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date,
the Special Servicer shall service and administer the related Loan Combination and any related REO Property in the same manner
as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to
the related Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect
to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any
such compensation or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage
Loan on the related Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation
with respect to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related
Outside Special Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special
Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside
Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing
Shift Date.


 


Section 3.13       Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in
the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is
allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an
amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion
Loan, equal to the lesser of:


 


		(i)	the aggregate of all Prepayment Interest Shortfalls
incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (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 the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu
Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00250%
per annum, and (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 Loan Combination is serviced under this Agreement, any related Serviced
Pari Passu Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event
will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.



 


If a Prepayment Interest
Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a
“Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other
than (w) if the


 






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Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents
or if the Mortgage Loan is a Specially Serviced Loan, (y) 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,
or (z) in connection with the payment of any Insurance Proceeds or 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 (ii)
of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described
in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating Interest
Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion
of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


 


Section 3.14      
Application of Penalty Charges and Modification Fees.


 


(a)         
On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all
Penalty Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced
Loan Combination) and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of
this Agreement) received by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage
Loan (to the extent allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to
the Master Servicer by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)          
first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master
Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances
that have been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional
Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements,
in each case, with respect to such Mortgage Loan or Serviced Loan Combination;


 


(ii)         
second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement
to the Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or
the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in
the Collection Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower
Delayed Reimbursements;


 


(iii)        
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to
the Trust of all other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees)
with respect to such Mortgage Loan or Serviced Loan Combination previously paid from the Collection


 






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Account or related Loan Combination
Custodial Account (and such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial
Account as recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)        
fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer
or the Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12
of this Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided that, notwithstanding the
foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in
the related Co-Lender Agreement.


 


(b)         
In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the
month in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in
which an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the
Special Servicer a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information
regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the
Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges,
Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed to by
the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer
with respect to the contents of any such report and shall provide any supporting information with respect thereto that is reasonably
requested by the Special Servicer.


 


Section 3.15      
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination
Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced
Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial
institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such
corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion
Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal
Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited,
in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion
Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from
the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this
Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 






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In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder
or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum
sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable
fees for employee time and for space; provided that no charge may be made if such information or access was required to
be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that
such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (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 reasonable statement regarding
securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to
items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such
items would constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing
Holder, a Control Termination Event has occurred and is continuing) and the Operating Advisor, on a monthly basis, during regular
business hours at such time and for such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand,
and the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing) or the Operating Advisor, as applicable, on the other hand, shall reasonably agree, regarding
the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer
or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder or the Operating Advisor, as applicable, agree
to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related
monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As
a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form
of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that


 






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is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


The Special Servicer
shall deliver to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling
Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support
of the performance of the Operating Advisor’s obligations under this Agreement in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with
respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information
other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required
under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section 3.16      
Title and Management of REO Properties.


 


(a)         
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and,
if applicable, such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member
limited liability company established for that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment
or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall
not include the Master Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced
Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Lower-Tier REMIC acquires ownership of such REO Property, within the
meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the
IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO Property or (ii) the
Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee, addressed
to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier REMIC
of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will
not result in the imposition of taxes on “prohibited transactions” (as defined in Code Section 860F) of either
Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code at any time that any of the Lower-Tier
Regular Interests or any of the Regular Certificates is outstanding. If the Special Servicer is granted (or is not denied) the
REO Extension contemplated by clause (i) of the immediately 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 receiving the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion 


 






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of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the
Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer,
on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose
of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by
which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner
provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions as if it were the owner
of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders
and, if applicable, the related Serviced Companion Loan Holder, solely for the purpose of its prompt disposition and sale in a
manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code
Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income from non-permitted assets”
within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust REMIC as a REMIC or
(ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)       
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection with any REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for
such period as the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the
payment of management fees that are consistent with general market standards or to terms that are more favorable. Consistent with
the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income
from foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions
only if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable,
the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion
Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO Property
that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect
to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any
REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account
and (subject to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B3, [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN COMBINATION: and the related Serviced
Companion Loan Holder, as their interests may appear], REO Account.” The Special


 






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Servicer shall be entitled to withdraw for
its account any interest or investment income earned on funds deposited in an REO Account to the extent provided in Section 3.07(b)
of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account, within two (2) Business Days
after receipt of properly identified funds, all revenues and proceeds received by it with respect to any REO Property, and shall
withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Property
Protection Expenses with respect to such REO Property, including:


 


(i)          
all insurance premiums due and payable in respect of any REO Property;


 


(ii)         
all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)       
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property
including, if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)        
any taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided
written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an
urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis
of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or,
if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit
to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination
Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date (but not earlier than two (2) Business
Days after such amounts are received and properly identified) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except that
in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves
for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special
Servicer shall not:


 






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(i)          
permit the Trust Fund to enter into, renew or extend any New Lease, 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 repair or maintenance thereof or the completion
of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within
the meaning of Code Section 856(e)(4)(B); or


 


(iv)       
Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date
of acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder,
the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced
Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined
without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust
Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)          
the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall
not be inconsistent herewith;


 


(ii)        
any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit
all related revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than
thirty days following the receipt thereof by such Independent Contractor;


 


(iii)       
none of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the


 






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Special Servicer of any of its duties and obligations to the Trust Fund
or the Trustee on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect
to the operation and management of any such REO Property; and


 


(iv)       
the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties
and obligations in connection with the operation and management of such REO Property.


 


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.


 


(c)         
When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related
Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf)
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 Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)        
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an
Outside Serviced Mortgage Loan.


 


Section 3.17      
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)        
The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Mortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine
loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)        
Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing
Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination,
any related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of
a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to
attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan
on behalf of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as
will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special
Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from
any Person


 






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that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder and
the Operating Advisor of any offers received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that
is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17
and any additional requirements set forth in the related Co-Lender Agreement.


 


(c)        
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination), the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) and the Operating Advisor not less than five (5) Business Days’ prior written notice of its intention to sell
any Defaulted Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding
anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer
to purchase, or purchase any Defaulted Loan pursuant hereto.


 


(d)        
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this
Agreement shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee,
if the offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two other offers are received from independent third parties; and provided, further, notwithstanding the immediately
preceding proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan)
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this
Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any
Defaulted Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person
represents a fair price for any Defaulted Loan, the Trustee shall (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
or investing in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third party
expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will
be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third
party’s determination. In determining whether any such offer from a Person other than an Interested Person constitutes a
fair price for any such 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 any delinquency on such Defaulted Loan, the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether
any offer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser


 






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selected
by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer
as a Property Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)         
Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion
Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the
Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is
consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the
Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)         
Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights
of a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan
Combination (or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer
shall continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall
pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent
with this Agreement and the Servicing Standard.


 


(g)         
Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any
Defaulted Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the
related Co-Lender Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan
Combination Custodial Account, as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt
of (i) an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made (ii) and a Request
for Release, shall release or cause to be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection
with any such purchase, the Special Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either
has possession of such file) to such purchaser.


 


(h)         
The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 






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(i)         
The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such
manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this
Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such
REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints
imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms
and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds
(net of related Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or,
if applicable, the related Loan Combination Custodial Account.


 


(j)         
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and the Operating Advisor
not less than three (3) Business Days’ prior written notice of its intention to sell any REO Property (other than an REO
Property related to an Outside Serviced Mortgage Loan) hereunder. No Interested Person shall be obligated to submit an offer to
purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 


(k)        
Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer,
if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided
that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such
REO Property shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining
whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (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 or investing in properties similar to such REO Property that has been
selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant
to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled
to rely conclusively upon such third party’s


 






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determination. In determining whether any such offer from a Person other than
an Interested Person constitutes a fair price for any such REO Property, 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 any delinquency on the related Mortgage Loan or Serviced
Loan Combination, the occupancy level and physical condition of such REO Property, the state of the local economy and the obligation
to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement. The appraiser conducting
any new Appraisal for determining whether any offer from a Person other than an Interested Person represents a fair price for any
REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall
be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to purchase such REO Property.


 


(l)           Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special
Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s
actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to
deposit such amounts into the Collection Account or, if applicable, the related Loan Combination Custodial Account. Any sale of
any Defaulted Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall be final and
without recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder
(except such recourse to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale
is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor,
the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(m)        
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated
to accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling
Class Representative (unless a Consultation Termination Event exists or a Serviced Outside Controlled Loan Combination is involved
or an Excluded Mortgage Loan is involved), the Operating Advisor (if an Operating Advisor Consultation Trigger Event exists) and
any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)), in accordance with
the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case
of a Serviced Pari Passu Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if
such Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender),
and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines,
in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders
and, in the case of a Serviced Pari Passu Loan


 






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Combination, any related Serviced Pari Passu Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the related Serviced Pari Passu Companion Loan Holder(s) constituted a
single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms
offered by the prospective buyer making the lower offer are more favorable).


 


Notwithstanding any of
the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash
offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines
(in consultation with the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder,
a Consultation Termination Event exists or an Excluded Mortgage Loan is involved) and the Operating Advisor (if an Operating Advisor
Consultation Trigger Event exists)), in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s))), and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer
would be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan
Combination, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable,
any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (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).


 


(n)         
In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
on the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion
Loan or any Mortgage Loan.


 


(o)         
Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in
the related Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the
related Companion Loan(s) or any other Mortgage Loan.


 


(p)         
Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan
Holder as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth


 






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in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder
or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


 


(q)         
With respect to any Serviced Pari Passu Loan Combination (other than any such Loan Combination that is a Serviced Outside
Controlled Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced
Pari Passu Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related
Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related
Serviced Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement
and subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder
or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer shall not sell
any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of
each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party is the
related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by
electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related Serviced
Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under
the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related Serviced
Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties to
the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision to
attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed 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 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced
Pari Passu Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion
Loan Holder that are material to the price of the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors) 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; provided, that a related Serviced Pari Passu Companion Loan Holder
may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative
and each related Serviced Pari Passu Companion Loan Holder will be permitted to submit an offer to purchase, and any such party
is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related
Mortgagor or an agent or Affiliate of the related Mortgagor.


 






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(r)           
With respect to any Serviced Pari Passu Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties
hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan
together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of
the related Directing Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari
Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special
Servicer shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without
the written consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside
Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent
is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each
related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder
of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender
Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Pari Passu
Loan Combination; (b) at least 10 days prior to the proposed 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 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and
any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price of
the subject Serviced Pari Passu Loan Combination; 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 Controlling Class Representative) 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; provided, that the Controlling Class Representative, the related
Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may each waive
as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative, the related
Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan shall be permitted
to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Serviced Pari Passu
Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


With respect to each
Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special
Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer
shall not be permitted or required to sell any related Serviced Subordinate Companion Loan(s) together with such Serviced Mortgage
Loan and any related Serviced Pari


 






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Passu Companion Loan(s) as a single whole loan except as required by the related Co-Lender Agreement.


 


(s)         
With respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or
any analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO
Property related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property
shall be administered by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and
the related Co-Lender Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee
or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any
liability to any Certificateholder with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property
accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection
Account.


 


Section 3.18     
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain
Reports to the Serviced Companion Loan Holder.


 


(a)         
The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect
or cause to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent
with the Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating
to Serviced Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year
with respect to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than
$2,000,000, in each case commencing in 2019; provided that the Master Servicer is not required to inspect any Mortgaged
Property that has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced
Loan Combination becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as
soon as practicable and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection,
or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan
or Serviced Loan Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost
of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket
costs incurred with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as
applicable, shall prepare or cause to be prepared a written report of each such inspection performed by it pursuant to this Section
3.18(a), and shall, within five (5) Business Days following completion, deliver or make available a copy (in electronic format)
of each such report to (i) in the case of any such report prepared by the Special Servicer, the Master Servicer (who shall deliver
or make available such report to the Certificate Administrator) or (ii) in the case of any such report prepared by the Master Servicer
or received by the Master Servicer pursuant to clause (i) of this


 






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sentence, the Certificate Administrator (who shall post
such report to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)).


 


(b)        
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the
interest of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in
any event within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the
related ground lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground
lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master
Servicer shall forward to the Special Servicer any written notice of default under a ground lease.


 


(c)         
The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced
Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by
it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)         
The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement
in favor of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information
from the related Outside Servicer (or other similar parties with an obligation to make advances) in connection with making
nonrecoverability determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such
information in the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine
whether an advance similar to a P&I Advance would be “nonrecoverable.”


 


(e)         
If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion
Loan Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI
Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 


Section 3.19      
Lock-Box Accounts, Escrow Accounts.


 


Except with respect to
the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance
with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to
the related letter of credit agreement and the Loan Documents.


 


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan
Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced
Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan
(or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


 






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Section 3.20      
Property Advances.


 


(a)         
Except with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its
duties under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall
be made with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. The Special Servicer
shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case
of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice
before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced
Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer
shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer
shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a
Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made
(or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable.
On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special
Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is
a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively
rely on and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property
Advance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance.
Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will have
no right to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated to be
made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made
by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that any Property
Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the
Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be made) would be,
or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master Servicer and the
Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability
determinations as if such amounts were unreimbursed Property Advances.


 


For purposes of distributions
to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances
shall not be


 






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considered to increase the principal balance of any Mortgage Loan or Serviced Loan Combination, notwithstanding that
the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)        
The Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing
promptly upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance
required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such
Property Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set
forth therein information and instructions for the payment of such Property Advance, and, on the date specified in such notice
for the payment of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five
(5) Business Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall
pay the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant
to this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04
of this Agreement.


 


(c)         
None of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any
Mortgage Loan or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to
make Property Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute
a Nonrecoverable Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made
is or would, if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer
or the Special Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with
its good faith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master
Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and
the related master servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable), in the
case of any Serviced Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling
Class Representative (prior to the occurrence and continuance of a Control Termination Event), (4) in the case of a Property Advance
with respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder, (5) the Master Servicer
(unless it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination),
and (7) the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with
any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property
or REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material
change in circumstances of which such Person is aware or such Person has received new information, either of which has a material
effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s
possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and that
support such determination.






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In connection with a determination by the Special Servicer, the Master Servicer or the Trustee as to
whether a Property Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)      
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the
related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)      
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 may obtain at the expense of the Trust Fund any analysis, Appraisals
or market value estimates or other information as reasonably may be required for such purposes;


 


(C)      
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed
Property Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance
and may deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive
and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to
reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,
that a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)      
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that
a Property Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively,
on any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)      
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case
of such a determination by the Special Servicer) and the Trustee; and


 


(F)       
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding


 






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on the Trustee), and the Master Servicer may conclusively rely upon
any determination by the Special Servicer that any Property Advance would be recoverable.


 


(d)         
The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii)
of this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer
and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain
the reimbursement of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related
Loan Documents.


 


(e)         
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under
this Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made,
in writing, at least five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided
that the written request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which
such Property Advance is required to be made hereunder and to be accompanied by such information and documentation regarding the
subject Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine
that such Property Advance does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have
the obligation to make any such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business
Days (or, in the case of an Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request.
The Special Servicer shall have no obligation to make any Property Advance; provided that the Special Servicer may in its
sole discretion elect to make an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property
Advance (with interest thereon), provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing
Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction
of the Special Servicer, together with interest thereon at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Advances made thereby.


 


(f)         
Within five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency 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 such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance 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


 






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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 Emergency
Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f), the Master
Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as the Special
Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such
Emergency Advance, together with interest thereon at the Advance 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 Emergency Advance at the time the Special
Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not be required
to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c)
of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property
Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant to
Section 3.06(a) of this Agreement.


 


Section 3.21      
Appointment of Special Servicer; Asset Status Reports.


 


(a)        
Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer
to specially service each of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and each Serviced Loan Combination.


 


(b)        
The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior
to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor
(subject to Section 3.21(e) of this Agreement), the related Directing Holder (but, if the Controlling Class Representative
is the related Directing Holder, only prior to the occurrence and continuance of a Consultation Termination Event and only if the
related Specially Serviced Loan is not an Excluded Mortgage Loan), the related Serviced Companion Loan Holder (in the case of a
Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not be required
to deliver an Asset Status Report to the related Directing Holder if they are the same entity. The Special Servicer shall notify
the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which
notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Holder or that otherwise
includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation
time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. The Special Servicer
shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall be consistent
with the Servicing Standard and set forth the following information to the extent reasonably determinable:


 






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(i)          
summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)         
if a Servicing Transfer Event has occurred and is continuing:


 


(A)     
a discussion of the legal and environmental considerations reasonably known at such time 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 Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)     
the most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


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


 


(D)     
a copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)       the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Loan Combination;


 


(F)      
a description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)     
if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there
was a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any
determination not to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)        
a description of any such proposed or taken actions;


 


(iv)        
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 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;


 


(vi)        
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 (including the applicable Calculation Rate used) and all related assumptions; and


 






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(vii)      
such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing
Standard.


 


If any related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s), except for Excluded Mortgage Loans, are involved and a Control Termination Event does not exist),
as applicable, does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report,
then the related Directing Holder shall be deemed to have approved such Asset Status Report and 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 Loan Documents. If
the related Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt (and, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event does not exist and such Asset Status Report does not
relate to an Excluded Mortgage Loan) and the Special Servicer has not made the affirmative determination contemplated below, the
Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e) of
this Agreement), the related Directing Holder (but, if the Controlling Class Representative is the related Directing Holder, only
prior to the occurrence and continuance of a Consultation Termination Event and only if such Asset Status Report does not relate
to an Excluded Mortgage Loan), any related Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as described above until the related Directing Holder (but,
if the Controlling Class Representative is the related Directing Holder, only if a Control Termination Event does not exist and
only if an Excluded Mortgage Loan is not involved) shall fail to disapprove such revised Asset Status Report in writing within
10 Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, consistent
with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders and, if applicable,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, and/or Serviced Companion Loan
Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of the related Subordinate Companion Loan(s))). The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed
and not rejected pursuant to the terms of this Section. If the related Directing Holder does not approve an Asset Status Report
within 60 Business Days from the first submission thereof, the Special Servicer shall take such action as directed by the related
Directing Holder (but, if the Controlling Class Representative is the related Directing Holder, only if a Control Termination Event
does not exist and only if an Excluded Mortgage Loan is not involved), provided such action does not violate the Servicing
Standard (or, if such action would violate the Servicing Standard, the Special Servicer shall take such action as was reflected
in the most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan that is consistent
with the Servicing Standard). Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary
to protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder(s),
or if a failure to take any such action at such time would be inconsistent with the


 






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Servicing Standard, the Special Servicer may
take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10
Business Day period would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion
Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the related Directing Holder (during
the period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the Special Servicer
of its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in accordance with either of
the prior two sentences, then the Special Servicer shall act in accordance with the most recent Asset Status Report provided by
the Special Servicer with respect to the subject Serviced Loan that is consistent with the Servicing Standard and such Asset Status
Report shall be deemed a Final Asset Status Report. To the extent that the Special Servicer received notice of an Excluded Controlling
Class Mortgage Loan (in the form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information delivered
with respect to an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information”
followed by the loan number and loan name.


 


After the occurrence
and during the continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall consult on a non-binding
basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status
Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business Days of
receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest
of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes), as
a collective whole as if such Certificateholders constituted a single lender. In addition, after the occurrence and during the
continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, the
Special Servicer shall also consult on a non-binding basis with the Controlling Class Representative in connection with each related
Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan) prior to finalizing and executing
such Asset Status Report and the Controlling Class Representative shall be permitted to propose alternative courses of action within
10 Business Days of receipt of each Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage
Loan). Furthermore, with respect to a Serviced Loan Combination, at all times if and to the extent so provided in the related Co-Lender
Agreement, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled
to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status
Report within 10 Business Days of receiving such Asset Status Report; provided that, in the case of a Serviced Outside Controlled
Loan Combination, a related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the
related Outside Controlling Note Holder. The Special Servicer shall consider any such proposals from (a) the Operating Advisor
(during the continuance of an Operating Advisor Consultation Trigger Event), (b) the Controlling Class Representative (during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event and
only with respect to any Serviced Loan that is not an Excluded Mortgage Loan) or (c) with respect to any Serviced Companion Loan,
any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) (if and when provided in the
related Co-Lender Agreement), as applicable, and determine whether any changes to its proposed Asset Status Report


 






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should be made,
such determination being made in accordance with the Servicing Standard and the other terms of this Agreement, but the Special
Servicer will be under no obligation to revise such Asset Status Report based on the input or comments of the Operating Advisor
or (during the continuance of a Control Termination Event) the Controlling Class Representative or, with respect to any Serviced
Companion Loan and subject to the related Co-Lender Agreement, any related Serviced Pari Passu Companion Loan Holder (or its Companion
Loan Holder Representative). In the event that the Operating Advisor, the Controlling Class Representative, the related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative), or the related Outside Controlling Note Holder, as applicable,
does not propose alternative courses of action within 10 Business Days after receipt of such Asset Status Report, the Special
Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


After the occurrence
and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent
or object to any Asset Status Report under this Section 3.21(b). After the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative,
and after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor,
will be entitled to consult on a non-binding basis with the Special Servicer 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 the Servicing Standard to take into account any input and/or recommendations of the Operating
Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event or the Controlling Class
Representative 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
Controlling Class Representative. From and after the Closing Date, the Controlling Class Representative shall have no right to
receive any Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section
3.21(b) or consult with the Special Servicer with respect to any matter set forth therein.


 


With respect to a Servicing
Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing Shift Date, no request
for approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination,
nor shall the Controlling Class Representative have the right to approve Asset Status Reports related to such Servicing Shift Loan
Combination, except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights,
if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Asset Status Reports, Major Decisions and any
proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. With respect to a Servicing
Shift Loan Combination that is a Serviced Outside Controlled Loan Combination and any related REO Property, prior to the related
Servicing Shift Date, the Outside Controlling Note Holder with respect to such Servicing Shift Loan Combination shall exercise
all approval rights regarding any Asset Status Report in respect of such Servicing Shift Loan Combination or REO Property set forth
in the second paragraph of this Section 3.21(b) without regard to the occurrence of any Control Termination Event or Consultation
Termination Event. Notwithstanding the foregoing,


 






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after the occurrence and during the continuance of an Operating Advisor Consultation
Trigger Event, the Operating Advisor will be entitled to consult on a non-binding basis with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report, Major Decisions and any proposed sale of such
Servicing Shift Mortgage Loan while it is serviced hereunder. 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 after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event or
the Controlling Class Representative 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 Controlling Class Representative.


 


(c)         
Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special
Servicer shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard
and the most recent Asset Status Report for the related Mortgage Loan.


 


(d)        
Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate
Administrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified
in such request a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an
Excluded Controlling Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of
any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which
such Excluded Controlling Class Holder is a Borrower Party.


 


(e)          Prior
to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver to the
Operating Advisor only each related Final Asset Status Report.


 


(f)         
With respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Asset Status Report and potential conflicts of interest with respect to such Asset Status Report.


 


(g)        
Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the
Operating Advisor, any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder
that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require
or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the Special Servicer
to violate the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement
or any intercreditor agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against








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such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan
Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced
Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating
Advisor.


 


(h)        
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 (for the purposes of this clause
(l), “Applicable Laws”), the Special Servicer may be required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Special Servicer. Accordingly, each of the
parties hereto agrees to provide to the Special Servicer, upon its reasonable request, from time to time such identifying information
and documentation as may be readily available to such party in order to enable the Special Servicer to comply with Applicable Laws;
provided that the Special Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party
in connection therewith.


 


Section 3.22      
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping. 


 


(a)        
Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination),
the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance
of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy
of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and
shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it
to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a
Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until
the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer
of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall
instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master
Servicer shall forward any notices it would


 






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otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer
who shall send such notice to the related Mortgagor.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master
Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related
Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage
Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such
Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced
Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master
Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In
addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer,
upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially
Serviced Loan directly to the Master Servicer.


 


(b)        
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are
in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)         
Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special
Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to
perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request,
the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the
Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the
Special Servicer’s possession.


 


Section 3.23      
Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account
in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest
Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance
Date occurring in January (except during a leap year) or February (commencing in 2019) (unless, in either such case, the related
Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit
into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year
and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate
on the Stated Principal Balance of each such Mortgage Loan as of the


 






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close of business on the Distribution Date in the month preceding
the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect
thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”).
On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of
each calendar year (commencing in 2019), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account
the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24       
Modifications, Waivers, Amendments and Other Actions. 


 


(a)         
(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment
(A) does not constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision
and the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as
provided in the immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification,
waiver or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification,
waiver or amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, in
each case subject to any applicable consultation rights of the Operating Advisor (to the extent the Operating Advisor has consultation
rights pursuant to Section 3.29, Section 6.09 or this Section 3.24), any applicable consent and/or consultation
rights of the related Directing Holder with respect to Major Decisions and, to the extent required in accordance with the related
Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder
Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is
consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to
fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC
or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2)
and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income
from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an
Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence.


 


In addition, with respect
to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision
or (ii) a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer have mutually agreed
that the Master Servicer shall process such modification, waiver or amendment or (y) such modification, waiver, amendment or other
action constitutes a Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the
definition of “Special Servicer Decision”) shall obtain the consent of the Special Servicer, and, in each case, to
the extent any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall obtain
the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the
Controlling Class


 






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Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a
Control Termination Event does not exist), as applicable, in accordance with Section 6.09(a) of this Agreement and shall
consult with the Operating Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this Section
3.24). With respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with
regard to any Serviced Loan, the Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder
(if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced
Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable,
in accordance with Section 6.09(a) of this Agreement and shall consult with the Operating Advisor (to the extent required
pursuant to Section 3.29, Section 6.09 or this Section 3.24).


 


No modification, waiver
or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each
case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master
Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as
applicable.


 


The Special Servicer
shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision
with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer and the Master
Servicer have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision with respect
to such Performing serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement, process
any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special
Servicer Decision”) subject, in each case, to the consent of the Special Servicer as set forth below.


 


With respect to Performing
Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request
to the Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer
and the Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without the
need for any such mutual agreement, process any Special Servicer Decision described in clause (b), clause (c) or subclause (i)
or (ii) of clause (e) of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan)
subject to the consent of the Special Servicer as set forth below.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a
Special Servicer Decision with respect to a Performing Serviced Loan (i.e., when (x) the Master Servicer and Special Servicer have
mutually agreed that the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced
Loan or (y) the Master Servicer is processing any Special Servicer Decision described in clause (b), clause (c) or subclause (i)
or (ii) of clause (e) of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan,
in each case, as set forth in the preceding paragraphs), the Master Servicer shall, in a manner


 






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consistent with the Servicing Standard,
provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action,
accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s
possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, the related Directing
Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled
(subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor (to the
extent required pursuant to Section 3.29, Section 6.09 or this Section 3.24), the consent and/or consultation
rights of the related Directing Holder (to the extent required pursuant to Section 6.09 or this Section 3.24) and/or
the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or
disapprove such modification, waiver, amendment, consent or other action. The Special Servicer shall have 15 Business Days (or,
with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event
less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion
Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the
date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information
it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other action and,
prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day
period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not
exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that
constitutes a Major Decision and provide its written analysis and recommendation (or, in the case of any action that constitutes
a Major Decision, the Major Decision Reporting Package) with respect thereto. Following such notice, the related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as
applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from
the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer (or,
in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package), as applicable, and
any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may
be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating
to any such request for approval of modification, waiver, amendment, consent or other action that constitutes a Major Decision.
In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business
Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement)
or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or, in the case of any action that constitutes
a Major Decision, the related Major Decision Reporting Package) and other requested information as set forth in the preceding sentence,
the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder,
and if the Special Servicer does not respond to a request for approval


 






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within the required 15 Business Days (or, with respect to
a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event less than 5 Business
Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its
Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance Default), as applicable, the Master
Servicer may deem its recommendation approved by the Special Servicer.


 


With respect to any Performing
Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, the Operating Advisor and/or the
Directing Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with respect
to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the Special
Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)        
All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the Trustee, the Certificate
Administrator, the Depositor, any related Serviced Companion Loan Holder, any related Outside Controlling Note Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to
any Excluded Mortgage Loan), the Operating Advisor and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or
amendment of any term of any Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced
Companion Loan Holder (which, in the case of a Serviced Companion Loan that has been included in an Other Securitization Trust,
shall be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying
party has received written notice otherwise), any related Outside Controlling Note Holder, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Mortgage
Loan) and the Operating Advisor and an original to the Certificate Administrator (or any Custodian appointed by it) of the recorded
agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof.
For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements shall be governed
by Section 3.09.


 


(c)        
Subject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating
Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement
of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation.
The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement
or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)        
Promptly after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall
request from the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request
from the 


 






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Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current
Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan
Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related
Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the
name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself
as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to
the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall
determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer
at the expense of the Trust Fund.


 


(e)         
[Reserved]


 


(f)          
The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(g)         
Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)          
extend the Maturity Date of a Serviced Loan beyond a date that is 5 years prior to the Rated Final Distribution Date; or


 


(ii)          if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is
20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground
lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally
by the related Mortgagor.


 


(h)         
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of
the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the
power of eminent domain or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as
applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer,
as applicable) 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


 






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the related Serviced Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the
value of personal property and going concern value, if any. In connection with approving any such release or taking, the Master
Servicer or Special Servicer, as applicable, shall calculate the loan-to-value ratio in a manner consistent with the prior sentence,
and if such calculation is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of
principal in an amount equal to or greater than a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related
Mortgage Loan will not fail to be a Qualified Mortgage.


 


(i)          
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent
and/or consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable
Outside Servicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer (if a Control
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with
Section 3.01(i), and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless
a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer
(if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case
in accordance with Section 3.01(i); provided that, after the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Master Servicer or the Controlling Class
Representative, as applicable, jointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect
to matters similar to Major Decisions). The Special Servicer shall only be obligated to forward any requests received from the
related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the Master
Servicer (who shall forward any such request to the Controlling Class Representative except if a Control Termination Event or Consultation
Termination Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage
Loan and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, to the Operating
Advisor), and the Special Servicer shall have no right or obligation to exercise any such consent or consultation rights.


 


Section 3.25      
Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)         
With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess
of $35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special
Servicer, as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and
shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)         
With respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing


 






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Serviced Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major
Decision) or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the
particular obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust,
as holder of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26      
Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


(a)        
With respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside
Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing
Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside
Trustee, the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable
promptness following request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with
respect to each Servicing Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall be an
Outside Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties to this Agreement shall be
as set forth herein with respect to Outside Serviced Mortgage Loans.


 


(b)        
With respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold
the Mortgage File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the
transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with
the related Co-Lender Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer)
the Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the
originals of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee
(provided that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set
forth in clause (B) of the second paragraph of Section 2.01(c) and (ii) the Master Servicer shall, upon written request,
if the Master Servicer is not the related Outside Servicer, transfer the Servicing File along with any escrows or reserve funds
held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


Section 3.27      
Additional Matters Regarding Advance Reimbursement.


 


(a)        
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 deposited in the Collection
Account, the Master Servicer, the Special Servicer or the Trustee, 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 3.06(a)(ii)(B)
of this Agreement immediately, may elect to defer reimbursement for some or all 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 not to exceed 12 months; provided that any deferral


 






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in excess of 6 months shall be subject to the consent of
the Controlling Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder) (unless, if the Controlling Class Representative is the consenting party,
a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted
with unless a Consultation Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer or the
Trustee makes such an election 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 discretion option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant
to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, the Special
Servicer or the Trustee to defer reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month
Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer
or the Trustee shall further be authorized to wait for principal collections to be received before making its determination of
whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Collection
Period; provided, however, if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that the reimbursement of a Nonrecoverable Advance during any Collection Period will exceed the full amount of the principal
portion of general collections deposited in the Collection Account for the related Distribution Date, then the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after
such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable,
ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to
the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)
above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee information
requested by the Master Servicer or the Special Servicer, as applicable, to consider in determining whether to defer reimbursement
of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in
such circumstances. Subject to Section 12.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee,
as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies
contemplated by the immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to
defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to
any Collection Period shall not be construed to impose on the other such parties any obligation to make


 






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such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection
Period or to constitute a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to
otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the
Master Servicer, the Special Servicer or the Trustee shall not be construed to impose any duty on any other such party to make
such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election). Any such election
by any such party to defer 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 on such Nonrecoverable Advance for the period
prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee
or the other parties to this Agreement will have any liability to one another or to any of the Certificateholders for any such
election that such party makes to defer or not to defer reimbursing itself as contemplated by this paragraph or for any losses,
damages or other adverse economic or other effects that may arise from such an election nor will such election constitute a violation
of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, election, if any, 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, the Special Servicer
or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special
Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available
in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable
Advance for an aggregate period exceeding 12 months.


 


(b)         
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge
of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business
Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28      
Serviced Companion Loan Intercreditor Matters.


 


(a)         
If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the
subsequent holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations
of the holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related
Mortgage File and (to the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such
Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its
capacity as the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution)
and (except for the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s). Thereafter,
such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby
for the benefit thereof, on behalf of itself and the holder of the related Serviced


 






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Companion Loan(s) as their interests appear
under the related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it shall be
delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced
Loan Combinations.


 


(b)        
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class
Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced
Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion
Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan
Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such
right or (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative,
as applicable, shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master
Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the holder of any
Serviced Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of
such Serviced Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring
consent of or consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative without such consent
or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable,
shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative (or the master
servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan Holder) as required
under the Co-Lender Agreement.


 


(c)         
With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing
basis a statement setting forth, to the extent applicable to such Serviced Loan Combination:


 


(i)          
(A) the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor
or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)        
the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount
of Default Interest allocable to the related Serviced Loan Combination;


 


(iii)       
the amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest,
principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full
amount that would be distributable to such Serviced Companion Loan Holder if


 






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there were sufficient amounts available therefor,
the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any,
under the related Serviced Loan Combination;


 


(iv)       
the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving
effect to the distribution of principal on the most recent Distribution Date; and


 


(v)        
the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such
information pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery
as required under the related Co-Lender Agreement.


 


(d)        
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably
cooperate (and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related
Other Asset Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations
Reviewer with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that
(i) the Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and
(ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with respect
to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


 


(e)        
With respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase
by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and
that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible
horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall
consult with the related Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions
that are Major Decisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis
and shall be performed in accordance with the same process for consultations between the Special Servicer and Operating Advisor
with respect to Major Decisions under this Agreement.


 






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Section 3.29      
Appointment and Duties of the Operating Advisor.


 


(a)         
(a) Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor
shall at all times be an Eligible Operating Advisor.


 


(b)          The Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions in
respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights following an Operating Advisor Consultation Trigger Event, Performing Serviced Loans (in light of the Servicing Standard
and the requirements of this Agreement), consult with the Special Servicer regarding the Major Decisions and Asset Status Reports
as contemplated by Section 3.29(f) and perform each other obligation of the Operating Advisor as set forth in this
Agreement, in each such case solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
(as a collective whole), and not 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 Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder or any of their respective
Affiliates (the “Operating Advisor Standard”). The Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement and shall not owe any fiduciary duty to any party to this Agreement or any other Person
in connection with this Agreement. The Operating Advisor’s duties shall be limited to its specific obligations under this
Agreement, and the Operating Advisor shall have no duty or liability to any particular Class of Certificates or any Certificateholder.
The Operating Advisor is not a servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially
Serviced Loan or with respect to any Major Decision on which it consults for a Performing Serviced Loan. By its acceptance of a
Certificate, each Certificateholder acknowledges and agrees that there could be multiple strategies to resolve any Specially Serviced
Loan and a variety of actions or decisions made with respect to any Major Decision and that the goal of the Operating Advisor’s
participation is to provide additional input relating to the Special Servicer’s compliance with the Servicing Standard in
making its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty to the Master
Servicer, the Special Servicer or any other Person in connection with this Agreement.


 


(c)         
The Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate
Administrator’s Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially
Serviced Loans and, if an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each
Final Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation
Trigger Event exists, each other Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major
Decision Reporting Package delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in
connection with the Operating Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced
Loan if an Operating Advisor Consultation Trigger Event exists, and (B) with respect to the subject Major Decision regarding each
Specially


 






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Serviced Loan when an Operating Advisor Consultation Trigger Event does not exist, after the Special Servicer receives
the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package, and (v) if specifically required
to be delivered to the Operating Advisor under this Agreement, such other reports, documents, certificates and other information
prepared by the Special Servicer and received by the Operating Advisor, as relate to the actions and decisions of the Special Servicer
in respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights, Performing Serviced Loans. To the extent not otherwise deliverable by the Special Servicer to the Operating Advisor hereunder
or available to the Operating Advisor on the Certificate Administrator’s Website, the Special Servicer shall: (i) concurrently
deliver to the Operating Advisor any and all reports provided by the Special Servicer to any of the other parties to this Agreement
or to any Certificateholder or Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced
Loan or any Major Decision with respect to which the Operating Advisor has consultation rights pursuant to Section 3.29(f)
of this Agreement (provided, that, for so long as an Operating Advisor Consultation Trigger Event does not exist, such reports
shall exclude any Major Decision Reporting Package that does not relate to a Specially Serviced Loan and any Asset Status Report
that is not a Final Asset Status Report); and (ii) grant the Operating Advisor adequate and timely access to information and reports
prepared by or otherwise in the possession of the Special Servicer necessary for the Operating Advisor to fulfill its duties under
this Agreement.


 


(d)        
(i) The Operating Advisor shall review the Special Servicer’s actions and decisions in light of the Servicing
Standard and the requirements of this Agreement, with respect to the applicable Specially Serviced Loan(s) and, solely in connection
with Major Decisions as to which the Operating Advisor has consultation rights pursuant to Section 3.29(f) of this Agreement,
the applicable Performing Serviced Loans.


 


(ii)         
Based on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor
or made available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and
any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09
of this Agreement, as applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10
of this Agreement; any Major Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating
Advisor Consultation Trigger Event, any other Asset Status Report; any other reports made available to Privileged Persons on the
Certificate Administrator’s Website during the prior calendar year that the Operating Advisor is required to review pursuant
to Section 3.29(c); and any other information (other than any communications between the related Directing Holder or any
Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would
be Privileged Information) prepared by the Special Servicer and delivered to the Operating Advisor under this Agreement, the Operating
Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or (ii) there existed
an Operating Advisor Consultation Trigger Event), and may (if, with respect to the prior calendar year, the Operating Advisor deems
it appropriate in its sole discretion exercised in good faith), prepare and deliver to the Depositor, the Rule 17g-5 Information
Provider (who shall promptly post such Operating Advisor Annual Report on the Rule 17g-5


 






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Information Provider’s Website),
the Trustee and the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website), within 120 days of the end of the prior calendar year an annual report (the “Operating
Advisor Annual Report”). The Operating Advisor Annual Report shall be substantially in the form of Exhibit R
of this Agreement (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; provided, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement). The Operating
Advisor Annual Report shall set forth the Operating Advisor’s assessment of the Special Servicer’s performance of its
duties under this Agreement during the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report shall (A) state whether the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance
with (1) the Servicing Standard and (2) the Special Servicer’s obligations under this Agreement, and (B) identify any material
deviations with respect to such matters from (i) the Servicing Standard or (ii) the Special Servicer’s obligations under
this Agreement, and (C) comply with all of the confidentiality requirements applicable to the Operating Advisor with respect
to Privileged Information provided for in this Agreement (subject to any permitted exceptions set forth in this Agreement), and
(D) comply with the requirements with respect to reports of the operating advisor set forth under Rule 7(b) of Regulation RR. In
the event a lack of access to Privileged Information limits the Operating Advisor from performing its duties under this Agreement,
the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information. Such Operating
Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider and
the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt, post such
Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s
Website, respectively; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling
Class Representative (if a Serviced Loan other than a Serviced Outside Controlled Loan Combination is addressed and a Consultation
Termination Event does not exist) and the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is addressed), any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the
Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the
Operating Advisor Annual Report based on any comments received from the Special Servicer or the Controlling Class Representative.
In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare
an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 of the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In connection with the Operating
Advisor Annual Report and the reviews provided for in Sections 3.29(b) and 3.29(d)(i), the Operating
Advisor shall perform its review on the basis of the Special Servicer’s performance of its duties with respect to Specially
Serviced Loans and, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, with respect
to Major Decisions on Performing Serviced Loans, as well as the extent


 






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to which those duties were performed in accordance with
the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement, any assessment
of compliance and any attestation report delivered to the Operating Advisor pursuant to Section 10.08, Section 10.09
and Section 10.10 of this Agreement, as applicable, or made available to the Operating Advisor on the Certificate Administrator’s
Website, any Asset Status Report, any Major Decision Reporting Package and other information (other than any communications between
the related Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable,
and the Special Servicer that would be Privileged Information) that the Operating Advisor is required to review on the Certificate
Administrator’s website or that is prepared by the Special Servicer and delivered or made available to the Operating Advisor
pursuant to this Agreement.


 


(e)         
After the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an
applicable Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net
present value used in the Special Servicer’s determination of the course of action to be taken in connection with the workout
or liquidation of such Specially Serviced Loan, 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 Information),
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.


 


In connection with this
Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application of
the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating Advisor
and the 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 applicable formulas in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating
Advisor and 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 determine which calculation is to apply. In making such determination, the Certificate Administrator may hire
an independent third-party to assist with any such calculation at the expense of the Trust Fund.


 


(f)         
After the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor
shall consult (on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to
a Serviced Loan in accordance with Section 3.24, Section 6.09 and this Section 3.29 and (ii) each Asset Status
Report


 






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in accordance with Section 3.21, and, in each case, the Special Servicer shall consider any alternative courses of
action and any other feedback provided by the Operating Advisor.


 


(g)        
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms
of Section 4.02(a) of this Agreement.


 


(h)        
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged
Information received from the Special Servicer, the related Directing Holder or any related Serviced Companion Loan Holder (or
its Companion Loan Holder Representative) in connection with the exercise of the rights of the related Directing Holder or such
related Serviced Companion Loan Holder under this Agreement (including, without limitation, in connection with the review and/or
approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information.


 


(i)         
The Operating Advisor shall keep Privileged Information confidential and shall not disclose such Privileged Information
to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, 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. Notwithstanding the foregoing, the Operating Advisor, solely
to the extent required in connection with its duties under this Agreement, will be permitted to share Privileged Information with
its Affiliates and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor
agree in writing prior to their receipt of such Privileged Information to be bound by the same confidentiality provisions applicable
to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto. Each party
to this Agreement that receives Privileged Information from the Operating Advisor 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 and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is
involved) and/or, unless a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
other than pursuant to a Privileged Information Exception.


 


(j)          
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts
on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. In addition, the Operating Advisor
Consulting Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received from the related
Mortgagor as a separately identifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation
rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the
Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting
Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. If the Operating
Advisor has consultation rights with respect to a Major


 






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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 Loan Documents, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into
the Collection Account. 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.


 


(k)         
In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any
action.


 


Section 3.30      
Rating Agency Confirmation.


 


(a)         
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan
Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “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 if, within 10 Business Days of the Rating Agency Confirmation request being posted to the
Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided
a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation
again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency
within five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation
request or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document or related
intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement
relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or (z) below), the Requesting Party
(or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans if the
subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or
a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect
to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special
Servicer), as applicable) shall determine (with the consent of the related Directing Holder, unless, in the case of the Controlling
Class Representative, a Control Termination Event has occurred and is continuing (but in each case only in the case of actions
that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed given if the related
Directing Holder does not respond within seven (7) Business Days of receipt of a request from the Special Servicer to consent
to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing
Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance with the Servicing
Standard, and if the Requesting Party (or, if the Requesting Party is the related


 






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Mortgagor, then the Master Servicer or the Special
Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation shall not apply;
(y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered satisfied
if: (1) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s Select Servicer List
as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding
Rating Agency; (2) the applicable replacement master servicer has a master servicer rating of at least “CMS3”
from Fitch or the applicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch,
if Fitch is the non-responding Rating Agency; and (3) KBRA has not cited servicing concerns of the applicable replacement master
servicer or special servicer as the sole or 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 any other CMBS transaction
serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable;
and (z) with respect to a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived with respect
to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor
as the sole or 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 any other CMBS transaction with respect to which the replacement
operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor 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 reasonably necessary for the Rating Agency to process such
request, subject to Section 12.13. Such written Rating Agency Confirmation request shall be provided in electronic
format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate Administrator, Operating
Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance
with Section 12.13(b).


 


Promptly following the
Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special
Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without receiving
any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable)
shall provide electronic written notice in accordance with Section 12.13(b) of the action taken for the particular
item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required
to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 


(b)         
For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x)
by the Requesting Party (or, if the Requesting Party is the related


 






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Mortgagor, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect
to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special
Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with respect
to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such
conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)         
For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed
unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)         
With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master
Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s
counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer
or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5 Information Provider
under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately
the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other materials


 






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that the
applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


(e)         
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from
the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the
trustee, the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization
Trust, in each case to the extent known to it.


 


Section 3.31      
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests;
(iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder
shall have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s
having so acted in its own interests.


 


Section 3.32      
Delivery of Excluded Information to the Certificate Administrator. 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 loandata@citi.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32 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 3.32 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 4.02 (unless a loan-by-loan segregation is later performed by the
Certificate Administrator in which case any information appropriately labeled and delivered to the Certificate Administrator pursuant
to this Section 3.32 shall be posted on the Certificate Administrator’s Website in such a manner that an Excluded
Controlling Class Holder will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling
Class Mortgage Loan(s) for which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing
shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation). When so posted,
the Excluded Controlling Class Holders shall be prohibited from accessing Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans on the Certificate Administrator’s Website. 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
3.32 until such party has received written notice with respect to the related Excluded Controlling Class Mortgage Loan in the
form of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling Class Representative
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder
is not a


 






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Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such
Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with
Section 4.02(e) of this Agreement.


 


Section 3.33      
Litigation Control.


 


(a)        
The Special Servicer (with respect to each Mortgage Loan and Serviced Loan Combination other than any Excluded Special Servicer
Mortgage Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a
Mortgagor, guarantor, other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”)
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 a Mortgage Loan or Loan Combination,
as applicable, the related Mortgaged Property or other collateral securing such Mortgage Loan or Loan Combination, or the enforcement
of the obligations of a Borrower-Related Party under the related Loan Documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (and regardless of whether the Trust is named), 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 Loan-Related Litigation.


 


(b)        
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is
named, in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding paragraph, the Master
Servicer shall (i) provide quarterly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable
efforts 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 material
decisions and material monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but
not limited to the selection of counsel. If and/or once the Trust and/or the Special Servicer are named, the Special Servicer shall
assume control of the Loan-Related Litigation as provided in Section 3.33(a) above, the Master Servicer shall no longer
have the reporting obligation set forth above and the Special Servicer’s selection of counsel shall be subject to the consent of
the Master Servicer which consent shall not be unreasonably withheld, delayed or conditioned. Further, if there are claims against
the Master Servicer, the Trust and the Special Servicer, each party at the request of the other, shall enter into a joint defense
agreement in accordance with Section 3.33(h) below.


 


(c)        
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling
Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination
Event has occurred and is continuing and to the extent the identity of the Controlling Class Representative is actually known to
the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Controlling Class Representative), and the related holder of any Companion Loan (if such


 






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matter affects a Companion Loan
and to the extent the identity of the holder of such Companion Loan is actually known to the Special Servicer), and the Controlling
Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Control Termination
Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Controlling Class Representative 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 Controlling Class Representative 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 Loan Combination,
the related Companion Loan Holders, the Special Servicer may take such action without waiting for the Controlling Class Representative’s
response.


 


(d)          
Notwithstanding anything to the contrary in this Section 3.33, neither of the Special Servicer nor the Master Servicer
shall follow any advice, direction or consultation provided by the Controlling Class Representative that would require or cause
such Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement,
require or cause such Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Loan
Combination, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to
any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created
hereunder to fail to qualify as a grantor trust for federal income tax purposes or 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, the Master Servicer’s, the Certificate Administrator’s or the Trustee’s, as applicable,
responsibilities under this Agreement.


 


(e)          
Notwithstanding the right of the Special Servicer provided in this Section to represent the interests of the Trust in Loan-Related
Litigation, the Master Servicer shall retain the right at all times to make final decisions in the Master Servicer’s reasonable
discretion, relating to claims against the Master Servicer where a settlement by the Special Servicer does not meet the conditions
set forth in subclauses (i) through (v) of the first sentence of clause (g) below, including but not limited to the right to engage
separate counsel, to make settlement decisions with respect to claims asserted against the Master Servicer and to appear in any
proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification
as and to the extent provided in this Agreement. For the sake of clarity, the Master Servicer’s rights do not include the
right to settle any claims against the Master Servicer without the Special Servicer’s consent if such settlement would (i)
contain any admission of liability or wrongdoing on the part of the Master Servicer, the Trust, the Special Servicer or any other
party to this Agreement, (ii) provide for the payment of damages or any sums for which the Master Servicer will seek indemnification
from the Trust or any party to this Agreement or (iii) prejudice or impair the defense or counterclaims of the Trust or any party
to this Agreement with respect to such Loan-Related Litigation.


 






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(f)           Further, nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement
to take or fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation of
the REMIC Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other such party to liability,
or materially expand the scope of the Master Servicer’s, any Special Servicer or such party’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 may not 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 Loan-Related Litigation) without the consent of the Master Servicer
unless (i) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent to
injunctive relief on the part of the Master Servicer and the Master Servicer is fully released, (ii) the cost of such settlement
or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or
judgment is provided for in this Agreement, (iii) 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 Loan-Related Litigation
and for any related judgment, (iv) any 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 (v) the Special Servicer provides the Master Servicer
with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (i), (ii), (iii) and (iv). With respect
to any material settlements with respect to any Mortgage Loan other than an Excluded Mortgage Loan, the Special Servicer shall
be required to obtain the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively.


 


(h)          In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master
Servicer and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate,
use reasonable efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer
and the Special Servicer the rights afforded to such party in this Section.


 


(i)           This Section shall not apply in and to the extent that 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 Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)           Notwithstanding the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section
3.01(a) of this Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding
names the Trustee, Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the
event that any judgment is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable,
in its individual capacity, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written
notice to the Master Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding
on its own behalf in order to protect and represent its interests (but not to


 






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otherwise direct, manage or prosecute such litigation
or claim); (y) 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 Loan Documents, or
otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable,
(i) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating
Advisor, as applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) 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, Certificate Administrator, Custodian or Operating Advisor, as applicable, 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, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z) in the
event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, is a necessary
party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan,
the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the right to retain
separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as
Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct,
manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the
Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded
Mortgage Loan, with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or
proceeding in its own name as representative of the Trust.


 


(k)          Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related
Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related
Litigation is commenced or at any time during the continuance of such Loan-Related Litigation, Midland Loan Services, a Division
of PNC Bank, National Association is no longer the Special Servicer with respect to the related Mortgage Loan or related Loan Combination
or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or related Loan Combination
whether or not such replacement is effective or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser,
any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust or the Special Servicer)
in such Loan-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage
Loan or related Loan Combination (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates,
unless otherwise agreed to in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter,
or affiliate that is such a party or holds such interest. For the avoidance of doubt, the rights and obligations of the Master
Servicer and the Special Servicer relating to any Loan-Related Litigation shall be limited solely to the


 






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representation of the
Trust and itself, separate and apart from the interests of any other party thereto. For the further avoidance of doubt, in such
circumstance described in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to
litigation shall be as otherwise set forth with respect to servicing in this Agreement.


 


Section 3.34     Resignation Upon Prohibited Risk Retention Affiliation.


 


Under Regulation RR,
any Third Party Purchaser and the Retaining TPP MOA are prohibited from being Risk Retention Affiliated with, among other persons,
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As
long as the prohibition referred to in the preceding sentence exists, 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 Risk Retention Affiliated with
or a Risk Retention Affiliate of the Third Party Purchaser or the Retaining TPP MOA (in such case, an “Impermissible TPP
Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other
party to this Agreement, the Third Party Purchaser, the Retaining TPP MOA, any Sponsor or any Underwriter or Initial Purchaser
that the Master Servicer, Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) 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, the Retaining TPP MOA or any other party to the Pooling and Servicing Agreement
(other than the Operating Advisor and Asset Representations Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible
Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the
Sponsors and the other parties to this Agreement and resign in accordance with Section 6.04, Section 8.07 or Section
11.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and
expenses of each other party to this Agreement, the Trust 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 or the Retaining TPP MOA acquiring an interest in such Impermissible Risk Retention
Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the
Trust.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)          (i)  On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified
in the first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in
March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2019), pursuant to
Section 3.23, the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld
Amounts on deposit therein and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account. On each Distribution
Date, the amounts that have been


 






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transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I
Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a)
shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii)
and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC
Distribution Account until distributed to the Certificateholders.


 


(ii)          All distributions made in respect of interest on any Class of Principal Balance Certificates on each Distribution Date pursuant
to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest
set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates
on each Distribution Date pursuant to Section 4.01(b), or Section 9.01, and allocable to any particular
Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b), shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such Component’s
Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal
of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest)
of Realized Losses made in respect of any Class of Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC as reimbursements (with interest) of Realized Losses in respect of its Corresponding Lower-Tier
Regular Interest.


 


(iii)         On each Distribution Date, the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier
REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate
Administrator as the holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and the
last paragraph of Section 4.01(c).


 


(b)          On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of Realized
Losses, to the extent of Available Funds, and distribute such amounts to the Holders of each Class of Regular Certificates and
to the Holders of the Class R Certificates in the amounts and in the order of priority set forth below:


 


(i)           First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class X-B, and Class X-D Certificates, in respect of interest, up to an amount equal
to, and pro rata in accordance with, the respective Interest Distribution Amounts of those Classes;


 



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(ii)          Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-AB Certificates in reduction of the respective Certificate Balances thereof in the following priority (subject
to the penultimate paragraph of this Section 4.01(b)):


 


(A)          to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the
Class A-AB Scheduled Principal Balance with respect to such Distribution Date;


 


(B)           to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)           to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 


(D)           to
the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)           to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero;


 


(F)           to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero; and


 


(G)           to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


 



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(iii)         Third, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized
Losses previously allocated to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(iv)         Fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(v)          Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(vi)         Sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(vii)        Seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(viii)       Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and
Class A-S Certificates have been reduced to zero, to the Holders of the Class B Certificates, in reduction of the related
Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(ix)          Ninth, to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


 


(x)          Tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xi)         Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of
the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the
portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xii)        Twelfth, to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus


 






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interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


 


(xiii)       Thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xiv)       Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xv)        Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xvi)       Sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xvii)      Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, to the Holders of the Class E-RR Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xviii)     Eighteenth, to the Holders of the Class E-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xix)        Nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xx)        Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xxi)       Twenty-First, to the Holders of the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class,


 






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plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xxii)      Twenty-Second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xxiii)     Twenty-Third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class A-S, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced to zero, to the Holders of
the Class G-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 


(xxiv)     Twenty-Fourth, to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xxv)      Twenty-Fifth, to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xxvi)     Twenty-Sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have been reduced to zero, to the
Holders of the Class H-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxvii)    Twenty-Seventh, to the Holders of the Class H-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xxviii)   Twenty-Eighth, to the Holders of the Class NR-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xxix)      Twenty-Ninth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates have been reduced to
zero, to the Holders of the Class NR-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxx)       Thirtieth, to the Holders of the Class NR-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class,


 


 



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plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class; and


 


(xxxi)      Last, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the
amount of any remaining portion of the Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in clause (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal
Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-AB Certificates, pro rata, based on their respective Certificate Balances, in reduction
of their respective Certificate Balances (and the schedule for the Class A-AB principal distributions shall be disregarded). Any
remaining Available Funds will then be allocated as provided in clauses (iii) through (xxxi) above.


 


All distributions of
interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b),
shall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if there
are multiple Components of such Class, in respect of all such Components, pro rata in accordance with the respective amounts
of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip
Rate of each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment
Interest Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)          On each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B, and Class X-D Certificates and the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
have been reduced to zero, any amount on deposit in the Upper-Tier REMIC Distribution Account that represents a Yield Maintenance
Charge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),
that accompanied a Principal Prepayment included in the Available Funds for such Distribution Date) shall be distributed by the
Certificate Administrator to the Holders of the respective Classes of Regular Certificates (excluding the Class E-RR, Class F-RR,
Class G-RR, Class H-RR and Class NR-RR Certificates) as follows: (A) first such Yield Maintenance Charge shall be allocated between
(i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A and Class A-S Certificates, (ii) the group (the “YM Group B”) of the Class X-B and
Class B C Certificates, (iii) the group (the “YM Group C”) of solely the Class C Certificates and (iv) the group
(the “YM Group D” and, collectively with the YM Group A, the YM Group B and the YM Group C, the “YM
Groups”) of the Class X-D and Class D Certificates, pro rata based on the aggregate amount of principal distributed
with respect to the Class or Classes of Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then
the portion of such Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the Classes of Regular
Certificates in such YM Group, in the following manner: (1) each Class of Principal Balance Certificates in such YM Group shall
entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Yield Maintenance
Charge equal


 






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to the product of (x) a fraction, the numerator of which is the amount distributed as principal to such Class
of Principal Balance Certificates on such Distribution Date, and the denominator of which is the total amount of principal distributed
to all of the Principal Balance Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for
the related Principal Prepayment and such Class of Principal Balance Certificates and (z) the portion of such Yield Maintenance
Charge allocated to such YM Group; and (2) the portion of such Yield Maintenance Charge allocated to such YM Group on any Distribution
Date and remaining after such distributions with respect to the Principal Balance Certificates contemplated by the preceding clause
(1) shall be distributed to the Class of Class X Certificates in such YM Group (or, in the case of the YM Group C, to the Class
C Certificates). If there is more than one Class of Principal Balance Certificates in any YM Group entitled to distributions of
principal on any particular Distribution Date on which Yield Maintenance Charges are distributable to such Classes, then the aggregate
portion of such Yield Maintenance Charges allocated to such YM Group shall be allocated among all such Classes of Principal Balance
Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance
Charges in accordance with the preceding sentence.


 


Notwithstanding
the foregoing provisions of this Section 4.01(c), on each Distribution Date after the Class X-A Notional Amount, the
Class X-B Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, all
amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Yield Maintenance Charges collected on the
Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that
accompanied a Principal Prepayment included in the Available Funds for such Distribution Date) shall be distributed by the
Certificate Administrator to the Holders of the Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates
(collectively, the “Subordinate YM Certificates”) as follows: each such Class of Subordinate YM
Certificates shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of
such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed
as principal to such Class of Subordinate YM Certificates on such Distribution Date, and the denominator of which is the
total amount of principal distributed to all of the Subordinate YM Certificates on such Distribution Date, and (y) the total
amount of Yield Maintenance Charges to be distributed on such Distribution Date. If there is more than one Class of
Subordinate YM Certificates entitled to distributions of principal on any particular Distribution Date on which the Yield
Maintenance Charges are distributable to such Classes, then the aggregate amount of such Yield Maintenance Charges shall be
allocated among all such Classes of Subordinate YM Certificates up to, and on a pro rata basis in accordance with,
their respective entitlements in those Yield Maintenance Charges in accordance with the preceding sentence of this
paragraph.


 


Any Yield Maintenance
Charge that is to be distributed to Holders of the Regular Certificates on any Distribution Date shall be deemed to have first
been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests then
receiving a principal distribution, pro rata, based on the respective amounts of those principal distributions.


 



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(d)          On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve
Account and shall distribute such amounts in the following priority:


 


(i)           first, to the Holders of the Regular Certificates (in the same order as distributions are made pursuant to Section 4.01(b)
of this Agreement) up to an amount equal to all amounts remaining due and payable on the Regular Certificates, and any Realized
Loss allocable to such Certificates, after application of the Available Funds for such Distribution Date; and


 


(ii)          second, to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c)
of this Agreement.


 


Amounts paid with respect
to the Mortgage Loans from the Excess Liquidation Proceeds Reserve Account pursuant to the preceding clause (i) shall
first be deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls
allocated to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously
allocated thereto and payment of other amounts due thereon.


 


(e)          On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized
Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier
Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced
as a result of Realized Losses to equal the Certificate Balance of its Corresponding Certificates that will be outstanding immediately
following such Distribution Date.


 


(f)           The Certificate Balance of each Class of Principal Balance Certificates will be reduced without distribution on any Distribution
Date, as a write-off, to the extent of any Realized Loss allocated to such Class of Certificates, on such Distribution Date.
On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following Classes of Principal
Balance Certificates in the following order, until the Certificate Balance of each such Class of Certificates is reduced to zero:
first, to the Class NR-RR Certificates; second, to the Class H-RR Certificates; third, to the Class G-RR Certificates;
fourth, to the Class F-RR Certificates; fifth, to the Class E-RR Certificates; sixth, to the Class D
Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth, to the
Class A-S Certificates; and, finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates
and (vi) Class A-AB Certificates based on their respective Certificate Balances.


 


Distributions in reimbursement
of Realized Losses previously allocated to the respective Classes of the Principal Balance Certificates shall be made in the amounts
and manner specified in Section 4.01(b). Reimbursement of previously allocated Realized Losses 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 Principal
Balance Certificates in respect of which any such reimbursement is made. If and to the extent that any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and
previously resulted in a reduction of the Principal Distribution Amount are


 






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subsequently recovered on the related Mortgage Loan
or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred) the amount
of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Principal Balance Certificates that
previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of the unallocated portion of such recovery and the amount of the unreimbursed
Realized Losses previously allocated to the subject Class of Certificates, and the Interest Shortfall with respect to each affected
Class of Regular Certificates for the next Distribution Date will be increased by the amount of interest that would have accrued
through the then current Distribution Date if the restored write-down for such Class of Principal Balance Certificates had never
been written down (and, to the extent that the Certificate Balance of, and/or any interest payable on, any Class of Regular Certificates
is so increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable
on, the Corresponding Lower-Tier Regular Interest). If the Certificate Balance of any Class of Principal Balance Certificates
(or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized
Losses of such Class of Certificates (or such Lower-Tier Regular Interest, as the case may be) shall be decreased by such amount.


 


The Notional Amount of
the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions
of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB
and Class A-S Certificates and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2,
Class LA-3, Class LA-4, Class LA-5, Class LA-AB and Class LA-S Lower-Tier Regular Interests,
in any event resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Component
Notional Amount of the Class X-B Component will be reduced to reflect reductions of the Certificate Balance of the Class B
Certificates and of the Lower-Tier Principal Balance of the Class LB Lower-Tier Regular Interest, in any event resulting
from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and the Component Notional Amount of the
Class X-D Component will be reduced to reflect reductions of the Certificate Balance of the Class D Certificates and of the Lower-Tier
Principal Balance of the Class LD Lower-Tier Regular Interest, in any event resulting from allocations of Realized Losses.


 


(g)          All amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to
this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in
each such Class based on their respective Percentage Interests. Such distributions shall be made by the Certificate Administrator
on each Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity
located in the United States and having appropriate facilities to accept such funds, if such Certificateholder has provided the
Certificate Administrator with written 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 distributions), or otherwise by
check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice


 






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to Certificateholders of the pendency
of the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates
contemplated hereunder.


 


(h)          Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate
Administrator shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect
to any Class of Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated
Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder
of such Class of Certificates, on such date a notice to the effect that:


 


(i)           the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of
such Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)          if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or
on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the
Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 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
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the
Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the
earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders.
No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(h). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.


 



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(i)           The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Regular
Certificates for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable
to a Class of Class X Certificates shall, in turn, be allocated among the various Components of such Class of Class X
Certificates, pro rata, based upon the respective amounts of Accrued Component Interest with respect to such Components
for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any
Class of Principal Balance Certificates or any Component of a Class of Class X Certificates shall be deemed to have first
been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Principal Balance Certificates or such Component,
as applicable.


 


(j)           On each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any
amounts on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an
ARD Mortgage Loan that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately
preceding the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and
shall distribute such Excess Interest to the Holders of the Class S Certificates.


 


(k)          The various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections
of, or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution
to the Holders of such Class of Certificates on such Distribution Date.


 


Section 4.02     Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer. 


 


(a)          Based on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution
Date, the Certificate Administrator shall provide or make available a report, including reports in substantially the form attached
hereto as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the
following information:


 


(A)         
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Balance thereof;


 


(B)          
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) an Interest Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;


 


(C)          
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)         
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination
Date, and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with
respect to each Mortgage Loan as of the related Determination Date;


 



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(E)           the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)           the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the
percentage of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)           the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding
Mortgage Loans, at the close of business on the related Determination Date;


 


(H)          as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month,
(B) delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans
but are not delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)            the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to
be subject to a bankruptcy proceeding;


 


(J)            with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect
to the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal
balance of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)          as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection
Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during
the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date;


 


(L)           with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund
as of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the
book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included
in the Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 



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(M)        
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed
of during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included
in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution
Date;


 


(N)          
the Interest Distribution Amount in respect of each Class of Regular Certificates for such Distribution Date;


 


(O)         
any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates after giving effect to the distributions
made on such Distribution Date;


 


(P)     
     the Pass-Through Rate for each Class of Regular Certificates for such Distribution Date;


 


(Q)         
the original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount,
as the case may be, of each Class of Regular Certificates immediately before and immediately after such Distribution Date, separately
identifying any reduction in the Certificate Balance or Notional Amount, as the case may be, of each such Class of Certificates
due to Realized Losses;


 


(R)          
the Certificate Factor for each Class of Regular Certificates immediately following such Distribution Date;


 


(S)          
the Principal Distribution Amount for such Distribution Date;


 


(T)          
the aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)         
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the
Trust Fund during the related Collection Period, and any Realized Loss for such Distribution Date;


 


(V)         
any Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction
Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 


(W)        
identification of any material modification, extension or waiver of a Mortgage Loan;


 



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(X)         
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(Y)          
the identity of the Operating Advisor;


 


(Z)          
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


(AA)       an itemized
listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection
Period;


 


(BB)        the identity
of the Controlling Class;


 


(CC)        the identity
of the Controlling Class Representative;


 


(DD)       such additional
information as contemplated by Exhibit D to this Agreement; and


 


(EE)        
the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund
that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage
Loan Purchase Agreements.


 


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution
Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a
Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related
Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time
in force. Subject to any potential liability for willful misconduct, bad faith or negligence under Sections 6.01, 6.03,
8.01 or 8.05, applicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall be responsible for the accuracy or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third
party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus), another party to this Agreement or
a party to an Outside Servicing Agreement that is included in any reports, statements, materials or information prepared or provided
by it.


 


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of
item (vii) below, solely to


 






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Certificateholders and Certificate Owners, and provided that the Prospectus, Distribution
Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any Privileged
Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided herein with
respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following
items:


 


(i)           the following “deal documents”:


 


(A)    the
Prospectus;


 


(B)     this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)     CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)           
the following “Commission 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 shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)    the Distribution Date Statements;


 


(B)     the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator
has received such report or file; and


 


(C)     all Operating Advisor Annual Reports;


 


(iv)           
the following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)    the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to
Section 3.21 of this Agreement;


 


(B)     any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator pursuant to Section 3.18 of this Agreement;


 



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(C)     any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(D)     any notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage
Loan, including the related CREFC® Appraisal Reduction Template;


 


(v)          the following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)     notice of any release based on an environmental release under this Agreement;


 


(B)     notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)     notice of final payment on the Certificates;


 


(D)     all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice
to Certificateholders of the termination of the Master Servicer or the Special Servicer;


 


(E)      notice of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)      notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the
successor Trustee or the successor Certificate Administrator, as applicable;


 


(G)     any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement
or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)     any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


 


(I)       notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)      notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any
Final Asset Review Report received by the Certificate Administrator;


 



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(K)     any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate
principal balance of all the Mortgage Loans;


 


(L)      any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(M)    notice
of the termination of the Trust;


 


(N)     any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event or an
Operating Advisor Consultation Trigger Event has occurred;


 


(O)     any notice of the occurrence of an Operating Advisor Termination Event;


 


(P)      any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)     any assessments of compliance delivered to the Certificate Administrator;


 


(R)     any attestation reports delivered to the Certificate Administrator;


 


(S)      any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.07; and


 


(T)     any Proposed Course of Action Notice;


 


(vi)         the Investor Q&A Forum;


 


(vii)        solely to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry; and


 


(viii)       the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining
Sponsor regarding non-compliance by the Third Party Purchaser or the Retaining TPP MOA with, or any other matter related to, Regulation
RR);


 


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 Mortgage 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 Mortgage Loan.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate


 






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Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (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 Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit
the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Controlling Class Representative or Controlling Class Certificateholder via the Certificate Administrator’s Website, such
Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with
Section 4.02(e) of this Agreement.


 


Notwithstanding any of
the foregoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Mortgage
Loan or Serviced Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s
Website; provided, that the Special Servicer (i) shall not, directly or indirectly provide any information related to any
Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded
Special Servicer Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any
of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. Notwithstanding any provision
to the contrary herein, the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer
or any Excluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s website related to any
Excluded Special Servicer Mortgage Loan.


 


Any Person that is a
Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is 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 of Exhibit M-1C and a notice in the form of Exhibit M-1F hereto certifying
to the effect that it is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form
of an investor certification substantially in the form of Exhibit M-1G, which shall include each of the CitiDirect Login
User ID associated with such Excluded Controlling Class Holder, all information (other than Excluded Information related to the
Excluded Controlling Class Mortgage 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 Excluded Controlling Class Mortgage Loan(s) for which such
Person is a Borrower Party)) available on the Certificate Administrator’s Website.


 



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In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling
Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class
Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative 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 Mortgage Loan(s). In the event the
Controlling Class Representative or a Controlling Class Certificateholder, as the case may be, becomes an Excluded Controlling
Class Holder, such party 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 M-1F to the effect that such party is an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed in such notice and shall also provide
the Certificate Administrator a notice substantially in the form of Exhibit M-1G listing the CitiDirect Login User ID associated
with such Excluded Controlling Class Holder and directing 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 M-1C (which certification shall include, among other things,
an acknowledgement and agreement by such Excluded Controlling Class Holder that it is prohibited from accessing and reviewing (and
it agrees not to access and review) any Excluded Information with respect to any Excluded Controlling Class Mortgage Loans for
which it is a Borrower Party) 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 Mortgage
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 Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party) made
available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class
Mortgage Loan 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 email to loandata@citi.com in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information on a separate excluded loan tab on the Certificate Administrator’s website (and, if possible
at a later time, on a loan-by-loan basis). Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Controlling
Class Representative and all Controlling Class Certificateholders are not Excluded Controlling Class Holders except to the extent
that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received
notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has become an


 






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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 Controlling Class Representative or Controlling Class Certificateholder or disclosure of Excluded
Information 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 Mortgage Loan (including,
in the case of the summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided
to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the
form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the
Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling
Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management of
any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in any 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 representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate
Administrator’s Website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require
a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement
(which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable for
the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to the contrary, the Certificate
Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Mortgage
Loan to the extent such information was included in the summary of any Asset Status Report or the summary of any Final Asset Status
Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly
identified as relating to an Excluded Controlling Class Mortgage Loan.


 


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s website of
any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to


 






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this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 1-888-855-9695.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Serviced
Companion Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a
Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to
access only the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions
in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at a website maintained by the Master Servicer.


 


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 and requests in writing, a statement containing the information as to the applicable
Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated for such
calendar year or applicable portion thereof during which such 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.


 


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 Certificateholders and Certificate Owners that are
Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b) the
Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made
available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans) or the
related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (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 Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the
Certificate Administrator shall forward the Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside
Serviced Mortgage Loan, to the applicable party under the related


 






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Outside Servicing Agreement, in each case within a commercially
reasonable period following receipt thereof.


 


Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator.
In the case of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts
to obtain an answer from the related Outside Servicer or the related Outside 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 following preparation or receipt of such answer,
as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer 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, this Agreement
(including requirements in respect of non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, 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, then it shall not be required to answer such Inquiry and, in the case of the Operating
Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of such determination.
In addition, no party shall post or otherwise disclose any direct communications with the Directing Holder 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. 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 which are not submitted via
the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers or any of their respective
Affiliates. None of the Underwriters, Initial Purchasers, Depositor, any of their respective affiliates or any other person will
certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility
or liability for the content of any such information. No party to this Agreement shall disclose Privileged Information in the Investor
Q&A Forum.


 


The Certificate Administrator
shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor Registry. The
“Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders and Certificate Owners 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


 






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or a Certificate Owner and (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and e-mail 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 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.


 


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may
require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the
IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust
REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from
time to time such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates
may reasonably request.


 


The specification of
information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Certificate
Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized
to furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with
respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust Fund as may be provided to it
by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time
to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall
only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the
extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled
to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it
deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information
as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person
of the availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate
Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket
expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and
(E) the


 






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Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance
with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement
that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the
Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or
appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing.


 


The Depositor hereby
authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited,
RealINSIGHT or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form
of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)          No later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and
the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC®
REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines,
(5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first
two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC®
Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC®
Delinquent Loan Status Report.


 


With respect to each
Serviced Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered
to the related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant
to this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor Reporting Package
(IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note, no
later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately following the “determination
date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 



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No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report
for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such
report for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver
and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off
Date).


 


The Master Servicer shall
provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m. on the third Business
Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with
the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC®
Loan Setup File.


 


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator (i) a CREFC® Loan Periodic Update File setting forth certain information with respect to the
Mortgage Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent received, or prepared
pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The Master Servicer shall
prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based
on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage
Loan Purchase Agreements.


 


Not later than 5:00
p.m. (New York City time) on each Distribution Date beginning May 2018, the Master Servicer shall deliver to the Certificate Administrator
and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set forth in Section 12.04 together
with the name, phone number and email address of the servicing officer of the Master Servicer to contact with any questions related
to the CREFC® Schedule AL File and the Schedule AL Additional File) a single CREFC® Schedule AL
File (with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period
covered by the Form 10-D required to be filed with respect to the subject Distribution Date pursuant to Section 10.04)
and the related Schedule AL Additional File, in each case, in EDGAR-Compatible Format and Excel format; provided, however,
that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File or the Schedule
AL Additional File unless and until the Master Servicer receives the Initial Schedule AL File and the Initial Schedule AL Additional
File from the Depositor in EDGAR-Compatible Format and Excel format; and provided, further, that, if the Master
Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor prior to
the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File in order for the Master Servicer
to prepare the CREFC® Schedule AL File with respect to the first Distribution Date, the Master Servicer shall request
the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor, including by email to the email addresses
for the Depositor set forth in Section 12.04. If the CREFC® 


 


 



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Schedule AL File is not provided by the Master Servicer to the Certificate
Administrator by 5:00 p.m. (New York City time) on any Distribution Date, the Certificate Administrator shall notify the Depositor
in writing and also request such CREFC® Schedule AL File from the Master Servicer via email to NoticeAdmin@midlandls.com.
The Master Servicer shall be entitled to conclusively rely, absent manifest error, without any due diligence, investigation or
verification, on the content, completeness and accuracy of the Initial Schedule AL File and the Initial Schedule AL Additional
File, in each case, as of the Closing Date. Any Schedule AL Additional File that the Master Servicer determines, in accordance
with the Servicing Standard, to deliver in connection with any CREFC® Schedule AL File prepared by the Master Servicer
pursuant to this paragraph shall be delivered in EDGAR-Compatible Format and in Excel format to the Certificate Administrator concurrently
with the delivery of the related CREFC® Schedule AL File. With respect to each Outside Serviced Mortgage Loan, the
Master Servicer shall include the analogous CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable,
information that it receives from the related Outside Servicer under the applicable Outside Servicing Agreement in the single CREFC®
Schedule AL File and/or Schedule AL Additional File, as applicable, that it delivers to the Certificate Administrator for the subject
Distribution Date.


 


In addition, the Master
Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with
respect to any Outside Serviced Mortgage Loan:


 


(i)           Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with
respect to the calendar quarter ending June 30, 2018, a CREFC® Operating Statement Analysis Report (but only to
the extent the related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to
provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter;
provided, however, that any analysis or report with respect to the first calendar quarter of each year shall not
be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as of the Closing
Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in
each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or
if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Performing
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC® Operating
Statement Analysis Report upon request; and


 


(ii)          Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties)
or the Master Servicer (with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing
with respect to the calendar year ending December 31, 2018, a CREFC® NOI Adjustment Worksheet (but only to
the extent the related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to
provide and does provide, such


 






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information), presenting the computation to “normalize” the full year net operating
income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial
Status Report above. The Special Servicer or the Master Servicer shall deliver to the Certificate Administrator, the Operating
Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization
Trust on its behalf) by electronic means the CREFC® NOI Adjustment Worksheet upon request.


 


Notwithstanding anything
to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor, (a) the Master Servicer
(with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties)
shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC files, reports
and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance with) the
Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations of
the Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.


 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder, to each
party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator
with an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC®
NOI Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination
and delivered to the Certificate Administrator.


 


Upon request (and in
any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to
the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer
for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the
close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required
by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that has not
been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding Master
Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master
Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination
Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of
withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator
and (solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate
Administrator or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced
Loan Combinations in the possession of the Master Servicer (which information shall be


 






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based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the
Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer
having received from the Special Servicer in a timely manner the related reports and information in the possession of the Special
Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master
Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of the
Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer
having received from the Master Servicer in a timely manner the related reports and information in the possession of the Master
Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special
Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same
Persons as described above in this Section 4.02(b) and according to the same time frames as described above in this
Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information from
the related Outside Servicer under the applicable Outside Servicing Agreement.


 


(c)          Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a
CREFC® Special Servicer Loan File. The Special Servicer shall also deliver to the Certificate Administrator, upon
the reasonable written request of the Certificate Administrator, any and all additional information in the possession of the Special
Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside Serviced
Mortgage Loan).


 


The Special Servicer
shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property
related to an Outside Serviced Mortgage Loan).


 


The Master Servicer may
make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement.
The Master Servicer


 






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may make information concerning the Mortgage Loans or Serviced Loan Combination available on any website that
it has established.


 


With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as
described above in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer
under the related Outside Servicing Agreement.


 


Upon the reasonable request
of (i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification or (ii) any other Privileged
Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide (or forward electronically) at
the expense of such Privileged Person, Certificateholder or Certificate Owner, as applicable, copies of any appraisals, operating
statements, rent rolls and financial statements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which
it is a Borrower Party; and provided, further, that no Certificateholders or Certificate Owners shall be given access to or be
provided copies of, any Mortgage Files or Diligence Files. In connection with such request, the Master Servicer may require (1)
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 (a) such Person will keep such information confidential and will use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or Certificate Owner
may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate Owner, such Person
is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such
reports or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other
than for extraordinary or duplicate requests, the Directing Holder (but, in the case of the Controlling Class Representative, only
if a Consultation Termination Event does not exist) will be entitled to reports and information free of charge. For the avoidance
of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders
or Certificate Owners 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 (provided that the Special Servicer shall provide a summary of each
Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)). If the Certificate Administrator
receives any Asset Status Report or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset
Status Report or any Final Asset Status Report to any Certificateholder or Certificate Owners and shall not post any such Asset
Status Report or any Final Asset Status Report to the Certificate Administrator’s Website.


 


(d)          The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit
in the Collection Account.


 



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(e)          Upon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in
either case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to
the Master Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially
Serviced Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer
or Special Servicer, shall provide or make available (or forward electronically) to the Controlling Class Representative or such
Controlling Class Certificateholder, as applicable, (at the expense of the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable,
through the Certificate Administrator’s Website because the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating
to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable, 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 Controlling Class Representative
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 Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative
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(e) shall include any applicable Excluded
Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section 4.03     Compliance With Withholding Requirements.


 


(a)          Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the
Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any
amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)          Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest
therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United
States withholding tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to


 






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provide any
certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding
tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments
to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting
the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA
if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b),
as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator,
at the time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee,
such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation
reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations
under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine
the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through
1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice
or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes
under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including
any amendments made to FATCA after the date of this Agreement.


 


Section 4.04     REMIC Compliance.


 


(a)          The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so
as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2018, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and the IRS
and applicable state and local tax authorities all information reports as and when required to be provided to them in accordance
with the REMIC Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not
addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in
order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute,
or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as required by the
REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification number
for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause
to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the


 






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Person that the holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each Trust REMIC for this purpose), together with such additional information as may be required
by such IRS Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the
Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC
as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax
purposes, to be maintained on a calendar year and on an accrual basis.


 


The Holder of the largest
Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations
Section 1.860F-4(d) and the Certificate Administrator shall be the “partnership representative” of each Trust
REMIC (within the meaning of Code Section 6223, to the extent such provision is applicable to the Trust REMICs). If more than one
Holder should hold an equal Percentage Interest in the Class R Certificates larger than that held by any other Holder, the
first such Holder to have acquired such Class R Certificates shall be such tax matters person. The Certificate Administrator
shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and each Holder of a Percentage
Interest in the Class R Certificates, by acceptance thereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred
by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust
Fund. The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the
Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any
residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance
thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership representative”
of each Trust REMIC that can be designated under the Code.


 


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than
a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take
any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized
by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect
to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with
any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i)
through (iii) of the next succeeding


 






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sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence
of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking such action
shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence
would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the corporate
tax rate on net income from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal
income tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly
permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit
the creation of any “interests,” within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than
the Regular Certificates and the Upper-Tier Residual Interest, or in the Lower-Tier REMIC other than the Lower-Tier
Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer, the Special Servicer or the
Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions of this
Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner with the
Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s or the Special
Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)          The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest
for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each
Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described
in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is
repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05     Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with
respect to the Regular Certificates and the Class R Certificates; provided that any taxes imposed on any net income
from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property
(and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the
Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator
to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined
by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided
that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained
from Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided
in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be


 






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retained from
the Distribution Account in determining the amount of Available Funds sufficient funds to pay or provide for the payment of, and
to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator
from contesting, at the expense of the Trust Fund, 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 or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited
transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the
Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay
such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid
to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of the Class R Certificates in respect of the related residual interest and shall distribute such retained amounts to the
Holders of Regular Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular Interests until they
are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related residual interest. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed
on a Trust REMIC except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further,
that such breach, act or omission could result in liability under Section 6.03, in the case of the Master Servicer
or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate
Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer
or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the
Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall
not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible
for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different
entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06     Remittances; P&I Advances.


 


(a)          On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)           remit to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection
Period relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer
as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 



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(ii)          remit to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (d) of
the definition of “Available Funds”);


 


(iii)         remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)         make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution
Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan
and any Mortgage Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received by
the Master Servicer on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period)
in the same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage
Loan as of the close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that
the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such
Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and
the portion of such P&I Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the Trustee/Certificate
Administrator Fee shall, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in
the Collection Account for payment to such party;


 


(v)          remit to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee
for the related Distribution Date;


 


(vi)         remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to
the Excess Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage
Loan, received by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master
Servicer Remittance Date and not previously so remitted to the Certificate Administrator), if any; and


 


(vii)        remit to the Certificate Administrator for deposit 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 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield
Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be advanced in respect of delinquent
payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the
amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving
effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and the denominator
of which is the Stated


 






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Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction
Amounts shall not affect the principal portion of any P&I Advances.


 


Any amount advanced by
the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes
of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer
shall have no obligation to make any P&I Advance.


 


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer
Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m.,
New York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been
made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate
Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business
Day deposit into the Lower-Tier REMIC Distribution Account in immediately available funds an amount equal to the P&I Advances
otherwise required to have been made by the Master Servicer.


 


Neither the Master Servicer
nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is
otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable, or the Special
Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder
to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer
or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master Servicer or the Trustee
that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in
the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of
the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b).
In connection with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a P&I Advance
previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)    any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the
related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)     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 may obtain at the expense of the Trust Fund any analysis, Appraisals
or market value estimates or other information for such purposes;


 



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(C)     the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed
P&I Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance
and may deliver to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) notice of such determination, which determination shall be conclusive and binding on the Master
Servicer and the Trustee;


 


(D)     although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer
will have no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated
to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have
been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that
a P&I Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to
limit the Special Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made)
would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)     any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06
with respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such
a determination by the Special Servicer) and the Trustee;


 


(F)     the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)     
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that
a P&I Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has
failed to make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance
would be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06
unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes
a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


 


(H)     
the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer
the Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date
or required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable


 






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P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)       notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon
any determination by the Special Servicer that any P&I Advance would be recoverable.


 


The Master Servicer or
the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon)
to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special
Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors
to the extent permitted by applicable law and the related Mortgage Loan.


 


Within 2 Business Days
of making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the Trustee, as applicable,
shall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Loan Combination,
the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced
Companion Loan or (ii) if such Mortgage Loan is part of an Outside Serviced Loan Combination, the related Outside Servicer,
Outside Special Servicer and Outside Trustee of the related Outside Securitization Trust.


 


With respect to P&I
Advances and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the
terms of the applicable Outside Servicing Agreement.


 


(b)          The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan
Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the determination),
the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute


 






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within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall
consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if
such amounts were unreimbursed P&I Advances.


 


(c)          With respect to each Outside Serviced Mortgage Loan, if (1) the related Outside Servicer has determined that a proposed
debt service advance with respect to such Outside Serviced Mortgage Loan or a related Outside Serviced Companion Loan, if
made, would be, or any outstanding debt service advance previously made with respect to such Outside Serviced Companion Loan is,
as applicable, a “nonrecoverable advance,” and the related Outside Servicer has provided written notice of such determination
to the Master Servicer, or (2) if the Master Servicer or the Special Servicer has determined that a P&I Advance with respect
to the Outside Serviced Mortgage Loan related to such related Outside Serviced Companion Loan would be a Nonrecoverable P&I
Advance, then neither the Master Servicer nor the Trustee shall make any additional P&I Advance with respect to such Outside
Serviced Mortgage Loan until the Master Servicer or the Special Servicer, as applicable, has consulted with the related Outside
Servicer under the applicable Outside Servicing Agreement and they agree that circumstances with respect to such Mortgage Loans
have changed such that a proposed future debt service advance would not be a “nonrecoverable advance.” With respect
to each Outside Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, has determined
that a proposed P&I Advance if made, or any outstanding P&I Advance previously made, with respect to such mortgage loan
would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the
related Outside Servicer written notice of such determination (including, without limitation, any such determination made by the
Special Servicer, to the extent the Master Servicer or the Trustee has received an Officer’s Certificate with respect to
such determination in accordance with Section 4.06(b)) within two (2) Business Days after such determination was made.


 


In connection with each
Outside Serviced Mortgage Loan, any determination by the Master Servicer, the Trustee or the Special Servicer that any P&I
Advance made or to be made with respect to such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence
of any determinations) made under the applicable Outside Servicing Agreement regarding nonrecoverability of debt service advances
on the related Outside Serviced Companion Loan.


 


(d)          If the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch or KBRA to the
effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by S&P, Fitch or KBRA, as applicable, to any Class of Certificates and citing servicing
concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and
such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly


 






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notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


Section 4.07     Grantor Trust Reporting.


 


(a)          The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the
Grantor Trust.


 


(b)          The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to
take advantage of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise
comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be
timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished
to the Holders of the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect
to the Class S Specific Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as applicable.


 


(c)          (i) The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall 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 will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence
of this paragraph.


 


(ii)          The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 the Certificate Administrator’s 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.


 


(iii)         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 that is not in
its possession being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being
provided to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership
of an interest in a WHFIT, 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 Certificates, including the price, amount of proceeds and


 


 






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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.


 


(d)          To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
the Certificate Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP
Number so published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith
efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP
Number, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator
shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section 4.08     Calculations.


 


Provided that the Certificate
Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate
Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions
to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a)
and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator
shall calculate the Principal Distribution Amount and the Interest Distribution Amounts for each Distribution Date and shall allocate
such amounts among Certificateholders in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate
Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it
by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section 4.08 shall, in the
absence of manifest error, be deemed to be correct for all purposes hereunder.


 


Section 4.09     Secure
Data Room. (a)  Within 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data Room,
and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications
and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which the Depositor has received
a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to the Certificate Administrator
(but solely with respect to any Diligence File(s) received by the Depositor as to which it has received the related Mortgage Loan
Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor may deliver
any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such Mortgage
Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File 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 KK hereto. 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


 






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documents to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor
with respect to each Mortgage Loan Seller.


 


(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 is posted in error, the Certificate Administrator may remove such document from the Secure
Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any document
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 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 documents 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 Special Servicer may (but shall not be obligated to) 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.


 


Article
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a)  The Certificates consist 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-AB
Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class A-S
Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E-RR Certificates,
the Class F-RR Certificates, the Class G-RR Certificates, the Class H-RR Certificates, the Class NR-RR Certificates, the Class R
Certificates and the Class S Certificates.


 



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Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-19 respectively, 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 Public Certificates (other than the Class X-A and Class X-B Certificates) shall
be issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than
the Class X-D, Class S and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral multiples
of $1 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates shall be issued, maintained and transferred
only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1
in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates (exclusive
of the Class S and Class R Certificates) does not equal an integral multiple of $1, then a single Certificate of such Class may
be issued in a minimum denomination of authorized initial principal balance or initial notional amount, as applicable, that includes
the excess of (i) the initial Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred
in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. The Class
S Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class S Certificates
and in integral multiples of 1% in excess thereof.


 


(b)          One authorized signatory shall sign the Certificates for the Certificate Administrator 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 Administrator
countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Administrator (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.


 


(a)          Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Global 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.


 


(b)          Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such 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


 






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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.


 


(c)          No transfer of any Private 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 is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)            The Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary global 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 Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Private 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 Global Certificate may be held only through Euroclear or
Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global 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 due
in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such
beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global
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 Global Certificates, which shall be held by the


 






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Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Citibank, N.A. 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 Citibank, N.A. is removed as Certificate Administrator, then
Citibank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator
(or, if the same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being removed
from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may be the Certificate
Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)          The Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), 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 Global 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.


 


(iii)         The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (during the RR Interest Transfer
Restriction Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry
Certificates”) shall be in the form of Definitive Certificates, in each case 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.


 


(d)          Owners of beneficial interests in Global 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 Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor
within 90 days of such notice; (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 Trustee to obtain possession of the Certificates of such Class; or (iii) in the case
of a Private Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided,
however, that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary
Regulation S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to


 






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any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of
any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


 


(e)          If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to
a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited
Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate,
subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement.
No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies
with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates.
Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate,
as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a
continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the
date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such
Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


(f)           During the RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate
in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Risk
Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of the
Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication procedures as may be utilized by
the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate
Administrator an account which will be designated the “Retained Interest Safekeeping Account” and into which each Risk
Retention Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the
date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account
for each Retaining Party. Each Risk Retention Certificate to be delivered in physical form to the Certificate Administrator shall
be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Risk Retention Certificate in connection
with the initial issuance thereof and, for so long as the Risk Retention Certificates are held in the Retained Interest Safekeeping
Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article
V of any Risk Retention Certificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt in
the form set forth in Exhibit MM. No amounts distributable with respect to any Risk Retention Certificate shall be remitted
to the Retained Interest Safekeeping Account, but instead shall be remitted directly to the applicable Retaining Party in accordance
with written instructions provided


 






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separately on the Closing Date (and any updates to such written instructions provided from time
to time) by such Retaining Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping any Risk Retention
Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any Person
on behalf of any Retaining Party. During the RR Interest Transfer Restriction Period and for such longer time as the related Retaining
Party may request, the Certificate Administrator shall hold each individual Risk Retention Certificate at the below location, or
any other location; provided the Certificate Administrator has given notice to the Depositor, the Retaining Sponsor and
each Retaining Party of such new location:


 


Citibank, N.A. 


Vault Operations Level
B 


399 Park Avenue 


New York, NY 10022


 


The Certificate Administrator
shall make available to each Retaining Party its account information as mutually agreed upon by the Certificate Administrator and
each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer
of a Risk Retention Certificate shall be subject to this Article V. During the RR Interest Transfer Restriction Period,
unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any
Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Risk Retention
Certificates held by it in the Retained Interest Safekeeping Account.


 


(g)          To the extent that the aggregate value and/or Certificate Balance of the RR Interest is in excess of the amount or percentage
of risk retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be
subject to the requirements of Regulation RR and any Risk Retention Certificate evidencing such excess portion of the RR Interest
shall be subject to all of the provisions in this Agreement applicable to the RR Interest including, without limitation, the provisions
of this Article V.


 


Section 5.03     Registration of Transfer and Exchange of Certificates.


 


(a)          The Certificate Administrator shall keep or cause to be kept at its principal offices 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 Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and
a Rule 144A Global 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. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates
as Definitive Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


 



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(b)          Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest
in the Rule 144A Global 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 Global Certificate for an interest in the Temporary
Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an
institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to the beneficial interest
in the Rule 144A Global 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 E to this Agreement 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 Global 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 Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the
Rule 144A Global 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 Global Certificate for an interest in the Regulation S Global
Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is
required to take delivery thereof in the form of an interest in a Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11
of this Agreement, 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 Global Certificate
in an amount equal to the


 






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beneficial interest in the Rule 144A Global 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 F to this Agreement given by the holder
of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global
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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
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 Global Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Rule 144A Global 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 Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global Certificate equal to the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation
S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate
in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating that the Person
transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such
interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer 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 Global Certificate or Regulation S Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate equal
to the


 






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reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation
S Global 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 H to this Agreement from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the
Regulation S Global Certificate of the same Class of Private Certificates. 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 Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global 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 Global Certificate. Upon any exchange of interests in the
Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by
the amount so exchanged and shall endorse the Regulation S Global 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 Global Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private
Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate
or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest
in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution
that is entitled to take delivery thereof in the form of an interest in a Global 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 Global Certificate of the same Class. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global 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 I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the
form of


 






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Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global
Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is
the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all
or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to 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 Global 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 institution specified in such instructions a beneficial interest in the applicable Global Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in
such Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required
to take delivery thereof in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed
transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a
certificate from the proposed transferor substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment
representation letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement;
and (iii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the
effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar
in their respective capacities as such).


 


(i)           Transfers of Risk Retention Certificates. At all times during the RR Interest Transfer Restriction Period, if a transfer
of any Risk Retention Certificate is to be made, then the Certificate Registrar shall refuse to register such transfer unless it
receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit L-5, which such certification must be countersigned by the applicable
Retaining Party and the Retaining Sponsor (if different than the Retaining Party), and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6, which such certification must
be countersigned by the applicable Retaining Party (if different than the transferor) and the Retaining Sponsor (if different than
the Retaining Party). Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f),
Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n),
reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate
be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk
Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer
fee of $5,000 (together with any


 






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other expenses related to such transfer (including fees charged by the Depository, if applicable))
and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator
shall not be required to complete the requested transfer.


 


(j)           Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as
otherwise set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with
such procedures as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) 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.


 


(k)          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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited
to transfers made pursuant to the provisions of clause (e) above.


 


(l)           If Private 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 Private 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,
Rule 144 or Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such
Certificates are not “restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory
evidence, the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(m)         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.


 


(n)          No Class S Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (each, a “Plan”), or (ii) any entity or collective investment
fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section
3(42) of ERISA, or Similar Law (as defined below), an insurance company that is using the assets of separate accounts or general
accounts which include Plan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such
Plan or using the assets of a Plan (each, a “Plan Investor”) to purchase such Certificate. In addition, no ERISA
Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used
to acquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been


 






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satisfied. Furthermore,
no ERISA Restricted Certificate, Class S Certificate or Class R Certificate or interest therein may be purchased by or transferred
to any prospective purchaser or transferee that is or will be 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 fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting
on behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein unless, in the case
of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not
constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer or deemed transfer
thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor, each prospective transferee
of an ERISA Restricted Certificate, a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate
shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation
letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement. Each beneficial owner
of a Certificate (other than a Class S or Class R Certificate) or any interest therein will be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor,
(ii) except in the case of an ERISA Restricted Certificate, it has acquired and is holding the Certificates in reliance on
the Underwriter Exemption, and that it understands that there are certain conditions to the availability of the Underwriter Exemption,
including that the Certificates must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by
a rating agency that meets the requirements of the Underwriter Exemption and that such Certificate is so rated and that it is an
Institutional Accredited Investor or (iii) (A) it is an insurance company, (B) the source of funds used to acquire or
hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE
95-60, and (C) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate or
an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition of such Certificate
or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. 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 beneficial owner of any Certificate or any interest therein that is a Plan, including any fiduciary purchasing any
such Certificate on behalf of a Plan (“Plan Fiduciary”) will be deemed to have represented, by virtue of its
acquisition or holding of such Certificate that:


 


(i)           none of the Depositor, the Trustee, the Certificate Administrator, any Underwriter, any Initial Purchaser, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, or any of their respective affiliated entities
(the “Transaction Parties”), has provided or will provide advice with respect to the acquisition of such Certificate
by the Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a)
is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by


 






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a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of a Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser
under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under
the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under
the Exchange Act; or (e) has total assets of at least U.S. $50,000,000 under its management or control (provided that this clause
(e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual
retirement account or (ii) a participant or beneficiary of the Plan investing in such Certificate in such capacity);


 


(ii)          the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular
transactions and investment strategies, including the acquisition by the Plan of such Certificate;


 


(iii)         the Plan Fiduciary is a “fiduciary” with respect to the Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of
such Certificate;


 


(iv)         none of the Transaction Parties has exercised any authority to cause the Plan to invest in such Certificate or to negotiate
the terms of the Plan’s investment in such Certificate or receives a fee or other compensation from the Plan or Plan Fiduciary
for the provision of investment advice in connection with the acquisition by the Plan of such Certificate; and


 


(v)          the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking
to provide impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment
advice or otherwise made a recommendation, in connection with the Plan’s acquisition of such Certificate; and (b) of the
existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of such Certificate, as described
in the Prospectus.


 


The above representations
in this Section 5.03(o) are intended to comply with the U.S. Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a)
and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective,
these representations shall be deemed to be no longer in effect. None of the Transaction Parties is undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any Certificate by any Plan.


 


(p)          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


 






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 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(p) 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, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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 and to the proposed transferor, an affidavit in substantially the form attached as Exhibit L-1
to this Agreement (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 tax 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 comply with the provisions of this Section 5.03(p) and (y) other than in connection
with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection
with the initial offering of the Certificates, require a statement from the proposed transferor substantially in the form attached
as Exhibit L-2A to this Agreement (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 in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)         Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(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


 






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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 60 days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree
to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of Code Section 860E(e) 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, such Persons shall in no event
be excused from furnishing such information.


 


(iv)         The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers.


 


(v)          The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers or Institutional Accredited Investors.


 


(q)          Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V 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.


 


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, the Trustee and the Certificate Administrator such security or indemnity
as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by
a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to 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 Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate
Registrar and the Certificate Administrator 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 Fund, 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 Operating Advisor, the Trustee, the Certificate
Administrator 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 all
other purposes whatsoever, and neither the Master Servicer, the


 






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Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 Certificate Owner (or prospective transferee) under the same circumstances,
and subject to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


 


Section 5.06     Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act
as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement.
The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master Servicer,
to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material
respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator
that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured
debt rating of at least “BBB+” from each of S&P and Fitch, or shall be otherwise acceptable to each Rating Agency.


 


Section 5.07     Access to 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 or Certificate Owner (a “Certifying
Certificateholder”) that has delivered an executed certification as contemplated by Section 5.07(c) reflecting
the appropriate information to the Certificate Administrator at 388 Greenwich Street, New York, New York 10013, Attention: Global
Transaction Services – Benchmark 2018-B3 (i) requests in writing from the Certificate Registrar a list of the names
and addresses of Certificateholders, (ii) states that such Certifying Certificateholder desires to communicate with other
Certificateholders and Certificate Owners with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within
ten (10) Business Days after the receipt of such request (a “Communication Request”), furnish such Certifying
Certificateholder (at such Certifying Certificateholder’s sole cost and expense) a list of the names and addresses of the
Certificateholders as of the most recent Record Date as they appear in the Certificate Register. 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 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.


 



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(b)          The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section
5.07(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.


 


(c)          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 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) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or
another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. 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. Any Certificateholder or Certificate Owner will be responsible
for its own expenses in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator.
Any expenses the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.08     Actions of Certificateholders.


 


(a)    
    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given
or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Certificate
Administrator and, when required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the Master
Servicer, if made in the manner provided in this Section.


 


(b)          The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 






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(c)          Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every
Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or
the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this
Section 5.08 as it shall deem necessary.


 


Section 5.09     Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate
Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under
the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable
to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business
and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial
Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any entity into which
the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency
business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating Agent
may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator
and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,
the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor,
and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent 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 Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 5.09.


 


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.
Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment
of an Authenticating Agent 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 the Authenticating Agent.


 






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Section 5.10     Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian
hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator,
by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in
all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any
appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce
the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders
and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports
to require such Custodian to act or refrain from acting. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at least $15,000,000, shall have a long-term debt
rating of at least “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction
in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this
Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate
Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party
is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator,
shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced
by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with
this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement
a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection
with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced
by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions
insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect
to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it,
the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian
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 the Custodian. In the event the Certificate Administrator is the Custodian, the
Custodian may self-insure.


 


Section 5.11     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 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Securities
Window, as its office for such purposes.


 






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The
Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.


 


Section 5.12     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 Global 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, unless otherwise specifically contemplated herein for any particular matter, 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 Global 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 or Notional Amount, as applicable, 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 5.12(a) above. The Certificate Administrator
shall also include such notice


 






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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)          Unless otherwise specifically provided herein, 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.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section 6.01     Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the
Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and
hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders
harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and
expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case
may be, or by reason of negligent disregard of such Person’s obligations or duties hereunder, or (ii) as a result of
the breach by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case
may be, of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund and the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer
and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the


 






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Trustee,
the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including,
without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful
misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard
of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations
or warranties contained herein.


 


Section 6.02     Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer shall keep in full effect its existence, rights and good standing as a national banking association,
a corporation or a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize
its ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform
its obligations under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any
of the Mortgage Loans and to perform its respective duties under this Agreement.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 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, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided
a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to
provide a Rating Agency Confirmation.


 


Section 6.03     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability
to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other Person 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. However, none of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be
protected against any liability which would otherwise be imposed by reason of (i) any breach of warranty or


 






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representation
by such respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of
such respective party in the performance of its obligations and duties hereunder or by reason of negligent disregard on the part
of such respective party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely in good faith
on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by the Trust Fund (which indemnification
amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent
with respect to a Serviced Loan Combination and then out of the Collection Account, provided that, to the extent that the
amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of
a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use
amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid
from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable
legal fees and expenses) incurred in connection with, or relating to, this Agreement or the Certificates, other than any
loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the performance of its obligations or duties hereunder or by
reason of negligent disregard of its obligations or duties hereunder, in each case by the Person being indemnified, (ii) with
respect to any such party, resulting from the breach by such party of any of its representations or warranties contained herein,
(iii) specifically required to be borne by the party seeking indemnification without right of reimbursement pursuant to the
terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its
opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and neither the Operating
Advisor nor the Asset Representations Reviewer may prosecute on behalf of the Trust or in the interests of the Certificateholders
any legal action related to its duties under this Agreement under any circumstances; provided, however, that each
of the Depositor, the Master Servicer and the Special Servicer may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the
Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination
and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is
required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from
the Collection Account


 






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because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such
indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such
Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor,
the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account or the applicable
Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this
Agreement.


 


Each of the related Outside
Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement
out of general collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses
incurred in connection with the servicing and administration of an Outside Serviced Loan Combination as to which the securitization
trust created under the applicable Outside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant
to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit
in the related “Serviced Whole Loan Custodial Account” or “Loan Combination Custodial Account” (as each
such term or any analogous term is defined in the applicable Outside Servicing Agreement) are insufficient for reimbursement of
such amounts).


 


Section 6.04     Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)          Each of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective
duties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate
Administrator (who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in
accordance with Section 4.02(a)), the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced
Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider; provided that, with respect to any of the Master Servicer or the
Special Servicer: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance
entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans, organized and doing business under
the laws of any state of the United States, the District of Columbia or the United States, authorized under such laws to perform
the duties of a servicer of mortgage loans or a Person resulting from a merger, consolidation or succession that is permitted under
Section 6.02 of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender Agreement
and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement which 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 Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer or the Special
Servicer shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment
and delegation under this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing Compensation,
as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; (v) for so long as no
Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class
Representative (and, if a Serviced


 






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Outside
Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside Controlling Note
Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for the reasonable costs
and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer; (vii) none of the
Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed as successor
Master Servicer or Special Servicer; and (viii) none of the Third Party Purchaser, the Retaining TPP MOA or any of their respective
Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon acceptance of such assignment and
delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.


 


(b)          Except as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master
Servicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon
determination that such duties hereunder are no longer permissible under applicable law; provided that, on and after the
time the Trustee receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties
hereunder are no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special
Servicer) shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was
a Terminated Party, be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable, as
though the Master Servicer or the Special Servicer, as the case may be, had received a notice of termination. Any such determination
permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel
(obtained at the resigning Master Servicer’s or Special Servicer’s expense) to such effect delivered to the Trustee
and the Certificate Administrator.


 


Except as provided in
the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as contemplated herein
shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master
Servicer, Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities,
duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor,
the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer.
If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which
the terminated Master Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Master
Servicer or Special Servicer shall be payable out of the Trust; provided that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment
of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess
of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 


If the Trustee or an
Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess
Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master
Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the


 






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Excess
Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified
successor Master Servicer that meets the requirements of this Section 6.04.


 


(c)          The Operating Advisor may resign from its obligations and duties under this Agreement (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 Controlling Class Representative 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. Except as provided in Section 6.04(d), no such resignation by the Operating
Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating Advisor under
this Agreement shall be entitled to the compensation to which the Operating Advisor would have been entitled hereunder after the
date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations for such
compensation, additional amounts payable to such successor Operating Advisor shall be payable out of the Trust; provided
that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling
Class Representative prior to the appointment of a successor Operating Advisor at an operating advisor compensation in excess of
that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been appointed and accepted such appointment
within 60 days after the resigning Operating Advisor’s giving of notice of resignation, the resigning Operating Advisor may
petition any court of competent jurisdiction for appointment of a successor. The resigning Operating Advisor shall pay all costs
and expenses associated with its resignation and the transfer of its duties (including costs and expenses incurred by each other
party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)          In addition, in the event that, at any time following the later of the end of the RR Interest Transfer Restriction Period
and the second anniversary of the Closing Date, there are no Classes of Certificates outstanding other than the Control Eligible
Certificates, the Class S Certificates and the Class R Certificates, then all of the rights and obligations of the Operating Advisor
under this Agreement shall terminate without payment of any penalty or termination fee (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). If the Operating Advisor is terminated
pursuant to the foregoing sentence, then no replacement Operating Advisor shall be appointed.


 


Section 6.05     Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special
Servicer. The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator
and, subject to Section 12.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business
hours access to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible
for such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request,
if reasonably related to the performance of the obligations of such Person under this Agreement, the Master


 






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Servicer
and the Special Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer,
the Special Servicer, the Trustee and the Certificate Administrator its most recent publicly available annual financial statements
or those of its public parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee
under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special
Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special
Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee.
In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection
Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from
the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall
have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such
Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or
failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor
or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications
and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or
the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided
that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required
to be prepared hereunder.


 


Neither the Master Servicer
nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


 


Section 6.06     Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate,
Certificate Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that
(i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s
good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s
or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master
Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Serviced Companion


 






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Loan
Holder to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that
it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates
beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer,
and (iii) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The
Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer
and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions for response as
the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting
Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its
Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented in
writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed
in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall
be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the
Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, except in the case of unusual circumstances.


 


Section 6.07     Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including,
but not limited to, surveillance fees.


 


Section 6.08     Termination of the Special Servicer.


 


(a)          At any time prior to the occurrence and continuance of a Control Termination Event (or if a Control Termination Event has
occurred but is no longer continuing), the Controlling Class Representative shall be entitled to terminate the rights (subject
to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement)
and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside
Controlled Loan Combination and any Excluded Mortgage Loan), with or without cause, upon ten (10) Business Days’ notice to
the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the
Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder(s).


 


With respect to any Serviced
Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to the extent provided in the
related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b)
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement solely with respect
to such Serviced Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion Loan Holder(s).


 


Upon a termination (pursuant
to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this
Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class Representative (with
respect


 






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to
the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder
(with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall appoint a successor Special Servicer with
respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination) or the related Serviced Outside
Controlled Loan Combination, as the case may be; provided, however, that (i) such successor shall meet the requirements set forth
in Section 7.02 of this Agreement, (ii) the Controlling Class Representative (with respect to the Serviced Loans other
than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced
Outside Controlled Loan Combination), as applicable, shall (at no expense to the Trust) obtain and deliver to the Certificate
Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer
and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced Loan Combination, the Controlling
Class Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall (at no
expense to the Trust or any related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and
the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion
Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer for each related Serviced
Companion Loan.


 


Following the occurrence
and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates evidencing
not less than 25% of the Voting Rights of the Certificates (other than the Class S and Class R Certificates) requesting a vote
to terminate and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled
Loan Combination) with a proposed successor Special Servicer, (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
and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect
to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable
fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders),
the Certificate Administrator shall promptly provide written notice of the requested vote to all Certificateholders by posting
such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative
vote of (a) the Holders of Certificates (other than the Class S and Class R Certificates) evidencing at least 66 2/3% of the
Voting Rights allocable to the Certificates of those Holders that voted on such matter (provided that Holders representing
the applicable Certificateholder Quorum vote on the matter) or (b) the Holders of Non-Reduced Certificates evidencing
more than 50% of the Voting Rights allocable to each Class of Non-Reduced Certificates, the Trustee shall terminate all of
the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations
of the Special Servicer under this Agreement with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan
Combination), and the proposed successor Special Servicer shall succeed to the duties of the Special Servicer with respect to the
Serviced Loans (other than any Serviced Outside Controlled Loan Combination) all as if a removal and replacement were occurring
pursuant to Section 7.01 and Section 7.02 of this Agreement; provided that if such affirmative vote
is not achieved within 180 days of the initial request for a vote to terminate and replace the Special Servicer, then such


 






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vote
shall have no force and effect. The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and
inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Special Servicer shall not have
any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer,
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 Special Servicer.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 


(b)          With respect to the Serviced Loans, if the Operating Advisor determines, in its sole discretion exercised in good faith,
that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a 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 T
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
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),
recommending a replacement special servicer with respect to the Serviced Loans, meeting the applicable requirements of this Agreement,
which recommended special servicer has agreed to succeed the then-current Special Servicer if appointed in accordance herewith,
and requesting a vote on whether the existing Special Servicer should be replaced. In any such event, the Certificate Administrator
shall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice of such
recommendation to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect to
the Serviced Loans. Upon (i) the affirmative vote of the Holders of Certificates evidencing at least a majority of the aggregate
outstanding principal balance of the Certificates of those Holders that voted on the matter (provided that Holders representing
the applicable Certificateholder Quorum vote on the matter within 180 days of the initial request for a vote (which, for the
avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders)) 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 (x) terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to
the Serviced Loans, (y) appoint the recommended successor Special Servicer and (z) promptly notify such outgoing Special Servicer
of the effective date of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining
such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense. If such affirmative vote
of the Holders of the required Certificates contemplated by clause (i) of the second preceding sentence is not achieved within
180 days of the initial request


 






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for
such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders),
then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force
or effect. 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 with respect to the Serviced Loans, and to act as the
Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect
to any termination pursuant to this Section 6.08(b). If any Special Servicer is terminated pursuant to this Section 6.08(b),
then (notwithstanding anything herein to the contrary) the terminated party may not subsequently be re-appointed as the Special
Servicer hereunder pursuant to any other subsection of this Section 6.08, any other section of this Agreement or any Co-Lender
Agreement.


 


(c)          In no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer
or any Affiliate (including any Risk Retention Affiliate) of such current or former Operating Advisor or Asset Representations
Reviewer. Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special
servicers contained in this Agreement and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is
not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation
by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive
any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)          The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the
replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced
Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)          No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the
successor Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which
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 Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor Special
Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each Rating
Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to
Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and
their respective counterparts


 






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with
respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case with respect to such termination
and appointment of a successor.


 


(f)           Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


 


(g)          In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice
in writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable
Mortgage Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have
hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without
limitation, the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on
such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior
to the date of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive
ongoing Workout Fees in accordance with the terms hereof).


 


(h)          If (1) a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related REO Property
in accordance with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed
with respect to an Excluded Special Servicer Mortgage Loan, such that there are multiple parties acting as Special Servicer hereunder,
then, unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special
Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the
applicable Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations
relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer,
in all other cases (provided, that in Section 3.15 and Article VII of this Agreement, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments
and/or other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar
as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related
REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General
Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase
all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement,
the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the
Special Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable
Certificateholders, the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination
Special Servicer or the applicable Excluded Mortgage Loan Special Servicer, if applicable; (v) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special


 






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Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General
Special Servicer, as applicable.


 


(i)           References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations
of special servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as
to which a different Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer
Mortgage Loan or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect
thereto).


 


(j)           Notwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge
that it is, or has become, a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall
resign in such capacity with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of
a Control Termination Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling
Class Representative shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor
to the resigning Special Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If
such Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder
(by Certificate Balance) that is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the
Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement.
If a Control Termination Event has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling
Class Certificateholder shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer
Mortgage Loan. If a Control Termination Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation
Termination Event, the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Holder shall have
the right to appoint the Excluded Mortgage Loan Special Servicer.


 


If a Consultation Termination
Event has occurred and is continuing, or if neither the Controlling Class Representative nor any Controlling Class Certificateholder
is entitled to appoint the Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant
to the first paragraph of this Section 6.08(j) (or if, despite being so entitled to appoint the Excluded Mortgage Loan Special
Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the first paragraph of this Section 6.08(j),
neither the Controlling Class Representative nor any Controlling Class Certificateholder has appointed a Excluded Mortgage Loan
Special Servicer for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide
written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and such
resigning Special


 






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Servicer
shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event that the resigning Special
Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer shall not have any
liability for the actions or inactions of the newly appointed Excluded Mortgage Loan Special Servicer or with respect to the identity
of the applicable Excluded Mortgage Loan Special Servicer (so long as, on the date of appointment, the appointment of such Excluded
Special Servicer meets the criteria set forth in this Agreement). It shall be a condition to the appointment of any such Excluded
Special Servicer that (i) such Excluded Special Servicer has delivered a Rating Agency Confirmation with respect such appointment
to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer Mortgage Loan is part of a Serviced
Loan Combination, a Companion Loan Rating Agency Confirmation with respect to such appointment to the certificate administrator
(if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee),
(ii) such Excluded Special Servicer satisfies all of the eligibility requirements applicable to the Special Servicer set forth
in this Agreement and (iii) such Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any
applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), 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 Person
that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage Loan or Loan Combination,
as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation,
as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage
Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded Mortgage Loan Special
Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be an Excluded Special Servicer
Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Loan Combination,
as the case may be, and (4) such original Special Servicer shall be entitled to all Special Servicing Compensation and Additional
Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as the case may be, earned during such time
on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Mortgage
Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage
Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such
Excluded Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during
such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer
shall remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage
Loans and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during such time).


 


Notwithstanding anything
to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination, the related Outside
Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


 






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(k)          If a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer,
as applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class
Mortgage Loan or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage
Loan Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 


Section 6.09     The Directing Holder and the Controlling Class Representative.


 


(a)          The related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control
Termination Event has occurred and is continuing or the subject Mortgage Loan is an Excluded Mortgage Loan) shall be entitled:
(1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s), to advise the Special Servicer as
to all Major Decisions; (2) with respect to the applicable Serviced Loan(s) that are Performing Serviced Loan(s), to advise the
Special Servicer as to all Major Decisions; and (3) in the case of the Controlling Class Representative, with respect to any Outside
Serviced Mortgage Loan, to exercise consultation and, to the extent provided in Section 3.01(i), consent rights (if any)
and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent
the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


In addition, except as
set forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a),
(1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the
Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance
Default) (from the date that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation
regarding such Major Decision (provided that if the Special Servicer does not consent, or notify the Master Servicer that
it will not consent, to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer
shall be deemed to have consented to such Major Decision), and (2) the Special Servicer shall not be permitted (if
the Controlling Class Representative is the related Directing Holder, for so long as no Control Termination Event exists) to take,
or to consent to the Master Servicer’s taking, any of the actions constituting a Major Decision as to which the related Directing
Holder has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default,
twenty (20) days (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated by the related
Co-Lender Agreement)) after receipt of the related Major Decision Reporting Package from the Special Servicer (provided
that (i) if such written objection has not been received by the Special Servicer within such ten (10) Business Day period
or twenty (20) day period (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated
by the related Co-Lender Agreement), as applicable, then the related Directing Holder will be deemed to have approved such action
and (ii) the consent of the Controlling Class Representative shall not be required in connection with a Major Decision with
respect to an Excluded Mortgage Loan).


 


Furthermore, each of
(x) the Controlling Class Representative (with respect to each Serviced Loan other than (i) a Serviced Outside Controlled
Loan Combination and (ii) an


 






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Excluded
Mortgage Loan), provided that a Control Termination Event does not exist, and (y) the related Outside Controlling Note Holder
(with respect to a Serviced Outside Controlled Loan Combination) may direct the Special Servicer to take, or to refrain from taking,
such other actions with respect to the applicable Serviced Loan(s) as such party may reasonably deem advisable or as to which
provision is otherwise made herein.


 


Notwithstanding the foregoing,
if the Controlling Class Representative is the related Directing Holder, the Special Servicer is not required to obtain the consent
of the Controlling Class Representative prior to taking, or consenting to the Master Servicer’s taking of, any Major Decision
following the occurrence and during the continuance of a Control Termination Event; provided that, the Special Servicer
shall consult (on a non-binding basis) with (i) the Controlling Class Representative (after the occurrence and during the continuance
of a Control Termination Event and only until the occurrence and continuance of a Consultation Termination Event, but other than
with respect to any Excluded Mortgage Loan) and (ii) the Operating Advisor (after the occurrence and during the continuance of
an Operating Advisor Consultation Trigger Event) in connection with any Major Decision and consider alternative actions recommended
by the Controlling Class Representative and the Operating Advisor, but, in the case of the Controlling Class Representative, only
to the extent such consultation with, or consent of, the Controlling Class Representative would have been required prior to the
occurrence and continuance of such Control Termination Event; and provided, further, that the Controlling Class Representative
(with respect to any Serviced Outside Controlled Loan Combination that does not include an Excluded Mortgage Loan and for so long
as no Consultation Termination Event exists) may consult regarding a Serviced Outside Controlled Loan Combination only if and to
the extent that the holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement.
For the avoidance of doubt, with respect to any Serviced Outside Controlled Loan Combination (which, for the avoidance of doubt,
shall include, without limitation, any Servicing Shift Loan Combination prior to the related Servicing Shift Date), the Special
Servicer shall be responsible for obtaining any consent or deemed consent of the related Outside Controlling Note Holder for “Major
Decisions” (as such term or any analogous term is defined in the related Co-Lender Agreement) to the extent such consent
is required under this Agreement or under the terms of the related Co-Lender Agreement. Notwithstanding the foregoing, the Controlling
Class Representative shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded
Mortgage Loan. The Special Servicer shall provide all information reasonably requested by the Controlling Class Representative
and/or the Operating Advisor, as applicable, and in the Special Servicer’s possession that is necessary in order for the Controlling
Class Representative and/or the Operating Advisor to exercise their respective consultation rights set forth in the first sentence
of this paragraph.


 


With respect to a Servicing
Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing Shift Date, no request
for approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination,
except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and
only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any,
of the holder of the related Servicing Shift Mortgage Loan with respect to Major Decisions and any proposed sale of such Servicing
Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. In addition, after the occurrence and during the continuance
of an Operating Advisor Consultation


 






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Trigger
Event, the Operating Advisor will be entitled, while a Servicing Shift Mortgage Loan is serviced hereunder, to consult on a non-binding
basis with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Major Decisions
and any proposed sale of such Servicing Shift Mortgage Loan.


 


With respect to each
Major Decision regarding a Serviced Loan as to which the Directing Holder has consent or consultation rights pursuant to this Section
6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the Directing Holder, simultaneously
with the Special Servicer’s request for the Directing Holder’s consent or input regarding the related Major Decision.
The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor: (i) as to Specially Serviced
Loans, prior to the occurrence and continuance of a Control Termination Event and an Operating Advisor Consultation Trigger Event,
promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting
Package; and (ii) as to all Serviced Loans, following the occurrence and continuance of an Operating Advisor Consultation Trigger
Event (whether or not a Control Termination Event is continuing), simultaneously with the Special Servicer’s written request
for the Operating Advisor’s input regarding the related Major Decision. With respect to any particular Major Decision and
related Major Decision Reporting Package provided to the Operating Advisor pursuant to this Section 6.09(a), the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Major Decision in order to address reasonable questions that the Operating Advisor may have relating to,
among other things, such Major Decision and potential conflicts of interest with respect to such Major Decision.


 


Notwithstanding anything
in this Agreement to the contrary, 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
a Major Decision, or any other matter requiring consent of, or consultation with, the related Directing Holder, is necessary to
protect the interests of the Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, with respect to any Serviced Loan Combination, the related
Serviced Companion Loan Holder(s) constituted a single lender (and, with respect to a Serviced AB Loan Combination, taking into
account the subordinate nature of the related Subordinate Companion Loan(s))), the Special Servicer or Master Servicer, as applicable,
may take any such action without waiting for the Directing Holder’s (or, if applicable, the Special Servicer’s) response.


 


Also notwithstanding
anything in this Agreement to the contrary, no direction, objection, advice or consultation on the part of a Directing Holder contemplated
by this Agreement, may require or cause the Master Servicer or the Special Servicer to violate the terms of any Mortgage Loan or
Serviced Loan Combination, any provision of any related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement,
applicable law, this Agreement or the REMIC Provisions, including without limitation each of the Master Servicer’s and the
Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose any Certificateholder, the Trust
Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller
pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any


 






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party
to this Agreement or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, or
cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes, or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act,
or fail to act, in a manner that is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or any advice from a Directing
Holder would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Loan Documents,
any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions 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 in writing such Directing Holder, the Trustee and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider 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 a Directing Holder that does not violate any 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.


 


For so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled, with respect to each
Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval rights set forth in Section
3.01(i) of this Agreement; and for so long as no Consultation Termination Event has occurred and is continuing, the Controlling
Class Representative shall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan,
to exercise any consultation rights permitted under the related Co-Lender Agreement in respect of “Major Decisions”
(or any analogous concept) and the implementation of “Asset Status Reports” (or any analogous concept) under, and within
the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting with the related Outside Servicer and the
related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to
such rights pursuant to the related Co-Lender Agreement; provided that, after the occurrence and during the continuance
of an Operating Advisor Consultation Trigger Event, any such consultation rights permitted under the related Co-Lender Agreement
in respect of “Major Decisions” (or any analogous concept) shall be exercised by the Controlling Class Representative
jointly with the Operating Advisor.


 


The Directing Holder
will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the taking of any action,
pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling Class Representative
will not be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
or duties.


 






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By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) a Directing
Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative, in the
interests of the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the
Holders of any Class of Certificates (other than, in the case of the Controlling Class Representative, the Controlling Class);
(iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative,
the interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other Classes of Certificates;
and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class Representative,
to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph,
and that no Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director, officer,
employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however, that the
rights of a Directing Holder are subject to any related mezzanine intercreditor agreement.


 


(b)          Notwithstanding anything to the contrary contained herein:


 


(i)           after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall
have no right to consent to 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 and continuance
of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any
Excluded Mortgage Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling
Class Representative in connection with any action to be taken or refrained from taking with respect to the applicable Serviced
Loan(s) (other than any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class
Representative would have been required under such circumstances prior to the occurrence and continuance of such Control Termination
Event; provided, however, that the Controlling Class Representative shall not be permitted to consult with respect to any
Serviced AB Loan Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)         after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative
shall have no 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 a Directing Holder;
provided that each Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes
as any other Certificateholder under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


 






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(iv)         no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded
Mortgage Loan.


 


(c)          Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain
from taking any action pursuant to instructions, directions, objections, advice or consultation from a Directing Holder, Operating
Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to violate
applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents, this Agreement, including
the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the REMIC Provisions or that would
(i) expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights
and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with
respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or
agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause either Trust REMIC to fail to qualify as a REMIC
or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or (iv) cause the Master Servicer
or the Special Servicer to act, or fail to act, in a manner that in the reasonable judgment of the Master Servicer or the Special
Servicer, as the case may be, is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


 


(d)          Each Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue
of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the
Certificate Administrator and to notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate
(or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or
the resignation or removal of the Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee
at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control
Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator
in writing when such Certificateholder (or Certificate Owner) or designee is appointed Controlling Class Representative and
when it is removed or resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section
6.09(d), the Certificate Administrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Trustee of the identity of the Controlling Class Representative, any resignation
or removal of the Controlling Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate.
In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current
Controlling Class and a list of the Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such
expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent
or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection with
its obligation under Section 3.29(d)(ii) of this Agreement to deliver a copy of


 






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the
Operating Advisor Annual Report to the Controlling Class Representative, and otherwise at the expense of the requesting party)
of the Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor, the Asset
Representations Reviewer and the Trustee shall be entitled to rely on the information so provided by the Certificate Administrator.


 


In the event of a change
in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry
Certificates, Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known to the Certificate Administrator,
one of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s),
and determine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class (in
effect after such change in Controlling Class) by Certificate Balance. If at any time the current Holder of the Controlling Class
(or its designee) or, if known to the Certificate Administrator, one of its Affiliates, or any successor Controlling Class Representative
or Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner) of at least a majority of the Controlling
Class by Certificate Balance and the Certificate Administrator has neither (i) received notice of the then-current Controlling
Class Certificateholders of at least a majority of the Controlling Class by Certificate Balance nor (ii) received notice
of a replacement Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation
Termination Event shall be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator
receives any such notice in clauses (i) or (ii).


 


Upon receipt of notice
of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other
party to this Agreement.


 


On the Closing Date,
the initial Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially
in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing
Controlling Class Representative, any successor Controlling Class Representative shall also deliver a certification substantially
in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being recognized as the new Controlling
Class Representative.


 


(e)          Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Depositor, the Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders
of the Controlling Class, by Certificate Balance, or such Controlling Class Representative shall have notified the Certificate
Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation of
such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written
notice of, or other knowledge of, the resignation of a Controlling Class Representative, the Certificate Administrator shall
request the Certificateholders of the Controlling Class to select a new Controlling Class Representative.


 






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(f)           If at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify
the related Certificate Owner or Certificate Owners (through the Depository, unless the Certificate Administrator shall have been
previously provided with the name and address of such Certificate Owner or Certificate Owners) of such event and shall request
that it be informed of any change in the identity of the related Certificate Owner from time to time.


 


(g)          Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Depositor and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect
to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)          Notwithstanding anything to the contrary contained herein, at any time when the Class E-RR Certificates are the Controlling
Class, the Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a
Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise
of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered
to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder
or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Whenever such waiver by
an Opting-Out Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall be deemed to have
occurred and be continuing; and (2) the rights of the holder of more than 50% of the Class E-RR Certificates (by Certificate Balance),
if the Class E-RR Certificates are the Controlling Class, to act as or appoint a Controlling Class Representative and the rights
of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect). Any such waiver shall remain effective with respect to such Holder
and such Class until such time as either (x) the Class E-RR Certificates are no longer the Controlling Class or (y) the Opting-Out
Party has (i) sold a majority of the Class E-RR Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified
to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out
Party retains no direct or indirect Voting Rights with respect to the Class E-RR Certificates that it transferred, (b) there is
no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect
economic interest in the Class E-RR Certificates that it transferred (such sale and certification, a “Class E-RR Transfer”).
Following any such Class E-RR Transfer, and if the Class E-RR Certificates are still the Controlling Class, the successor holder
of more than 50% of the Controlling Class (by Certificate Balance) shall again have the right to act as or appoint a Controlling
Class Representative as set forth herein without regard to any prior waiver by the predecessor Certificateholder. Such successor
Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably waive its right to act as
or appoint a Controlling Class Representative or, subject to any such limitations set forth in this Agreement (including by reason
of a Control Termination Event or a Consultation Termination Event otherwise existing), to exercise any of the rights of the Controlling
Class Representative or to cause the exercise of any of the rights of the Controlling Class Representative as set forth in this
Agreement. No successor Certificateholder described above in this paragraph shall have any consent rights with respect to any Serviced
Mortgage Loan that became a Specially Serviced Loan prior to the Class E-RR Transfer and had not also become a Corrected Loan prior
to such Class E-RR Transfer until such Serviced Mortgage Loan becomes a Corrected Loan.


 



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Article
VII



DEFAULT


 


Section 7.01     Servicer Termination Events. 


 


(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 or payment required to be made by the Master Servicer to
the Collection Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time
such deposit or remittance is 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, the Distribution Account or the Excess Interest 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 any REO Account, within two (2) Business Days after such deposit is
required to be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial
Account, as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one
(1) Business Day after the time specified by, the terms of this Agreement; or


 


(iii)         any failure on the part of the Master Servicer or the Special Servicer, as applicable, 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 30 days (10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in
the case of a failure to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter
period (not less than two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid
real estate taxes or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party
hereto, or 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 of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto,
or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day
cure period is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure,
such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer,
as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently
pursued, and is continuing to pursue, a full cure); or


 


(iv)         any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this
Agreement, which materially and adversely


 






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affects
the interests of any Class of Certificateholders or any Serviced Companion Loan Holder and which continues unremedied for a period
of 30 days after the date on which notice of such breach, requiring the same to be remedied, has 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
entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion Loan Holder; provided,
however, 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 60 days (provided that the Master Servicer,
or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified
that it has diligently pursued, and is continuing to pursue, a full cure); 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, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed
for a period of 60 days; or


 


(vi)        
the Master Servicer or the Special Servicer, as applicable, 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, as applicable, 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)       the Master Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S.
Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such
status on such list within 60 days;


 


(ix)       
 KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has
(A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more
classes of Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes
of Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and,
in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special
Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,


 






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withdrawal
or “watch status” placement has not been withdrawn by KBRA (or, in the case of Serviced Companion Loan Securities,
any Companion Loan Rating Agency), within 60 days of such event);


 


(x)         
with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least
“CMS3” from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special
Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated
within 60 days, as the case may be; or


 


(xi)        
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the
Master Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on
Exhibit S), shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange
Act, fail to deliver the items required to be delivered by this Agreement after any applicable notice and cure period to enable
the Certificate Administrator or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B)
for so long as any Other Securitization Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail
to deliver any Exchange Act reporting items required to be delivered by such servicer to the related Other Depositor or related
Other Exchange Act Reporting Party pursuant to Article X of this Agreement, in the case of each of clauses (A) and (B), within
(a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply with
Article X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article
X (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(xi) shall be terminated
at the direction of the Depositor);


 


then, and in each and every such case,
so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written
direction to the Trustee from (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) an affected
Serviced Companion Loan Holder (but, subject to the next sentence, solely in the case of the related Serviced Loan Combination
and a Servicer Termination Event with respect to the Special Servicer), then the Trustee shall, terminate the Master Servicer or
the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination Event with
respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) or (x) above if the failure, default
or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced
Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion Loan and any
related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of the Master
Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with respect
to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the Special
Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to, the related Serviced
Loan Combination.


 






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In the event that the
Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
the Master Servicer shall also be terminated as Special Servicer.


 


(b)          If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer to
be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials
within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as Master
Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of
the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights
to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from at least three (3) Persons qualified
to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified
Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can
determine are Qualified Bidders; provided that, the Master Servicer shall supply the Trustee with the names of Persons from
whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or
no Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee
shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”) to act as successor
Master Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from
each Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the bid process
described above (but subject to the above-described 45-day time period) until such confirmation is obtained. The Trustee
shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later
than 45 days after notice of the termination of the Master Servicer.


 


Upon the assignment and
acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by
the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c)
of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The Master Servicer to
be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder
was identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall


 






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reimburse
the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid
process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or
may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)          In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the
Trustee shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced
Loan Combination and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as
a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to receive
all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the
extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination
and the right to the benefits of Section 6.03 and subsection (b) above notwithstanding any such termination).
On or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether
with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event
and to the extent that it is a Certificateholder) or the Mortgage Loans and Serviced Loan Combination or otherwise, shall pass
to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the Terminated 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
and Serviced Loan Combination and related documents, or otherwise. The Master Servicer and the Special Servicer each agrees that,
in the event it is terminated pursuant to this Section 7.01, to promptly (and in any event no later than ten Business
Days subsequent to such notice) provide, at its own expense, the Trustee (or the successor Master Servicer selected by the
Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable,
otherwise appointed pursuant to Section 7.02 of this Agreement) with all documents and records requested by the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement)
to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder, and to cooperate
with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer of its responsibilities
and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or successor Special Servicer
or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer or the Special Servicer to the Collection Account, any Loan Combination Custodial Account, any REO Account
or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and Serviced Loan Combination, and shall
promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee), as applicable,
all documents and records reasonably requested by it, such documents and records to be provided in such form as the Trustee or
such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume
the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred
by the Trustee,


 






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the
Certificate Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring Mortgage
Files, Servicing Files and related information, records and reports to the successor Master Servicer or Special Servicer and amending
this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable
third parties regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01
shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation
of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed
the Trustee, the Certificate Administrator 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 Fund; provided that the
Terminated Party shall not thereby be relieved of its liability for such expenses.


 


(d)          Notwithstanding Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the
part of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class
of the related Serviced Companion Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c),
or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the
related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master Servicer
may not be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion
Loan Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan
Combination is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a
new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced
Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation
from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for
all duties, and shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the related
Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the Mortgage
Loan that is part of the related Serviced Loan Combination equal to any related Excess Servicing Fee with respect to such Mortgage
Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated without cause and without payment
of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing
agreement for the applicable Serviced Loan Combination in the event that such Serviced Loan Combination is no longer to be serviced
and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign
or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency
Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate
the sub-servicer appointed


 






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under
this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event that
led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including
the payment of any termination fee.


 


(e)          If the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,
for the purposes of this clause (e), shall include any publications by S&P, Fitch or KBRA of which the Trustee, the
Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from S&P,
Fitch or KBRA that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer,
as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced
Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


 


Section 7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives
a notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section
7.02, be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the
transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties,
limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer
by the terms and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities,
duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any
failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide,
or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder.
The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the Master
Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s
termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the
predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer.
The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer
herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special
Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07
of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation
therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special
Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after
the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have been entitled if the Master
Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer
and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available
to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid
interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding the above and subject to Section 6.08,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled
to at least 25% of the aggregate Voting Rights so


 






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request
in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so
acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution
for which a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer
or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), 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; provided that, the related Outside Controlling
Note Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside Controlled Loan
Combination, and prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative
shall have the right to approve a successor Special Servicer with respect to the other Serviced Loans. No appointment of a successor
to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the
Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of
the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received
the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending
appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder,
unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided.
Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master
Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee may make
such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it
and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted
the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party can be obtained
to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts
in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further that,
for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling
Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the Trustee shall consult with the related
Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of
that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess
Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master
Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer that meets the requirements of this Section 7.02.


 






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Section 7.03     Notification to Certificateholders.


 


(a)          Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or
the Special Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information
Provider.


 


(b)          Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which
a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail
to all Holders of Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has
received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5
Information Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination
Event or Operating Advisor Termination Event shall have been cured or waived.


 


Section 7.04     Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute
to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders
and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings
and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of
reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A
of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such
liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section 7.05     Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of
Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination
Event is on the part of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced
Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master
Servicer, Special


 






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Servicer
or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder
and its consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect
to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or
the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor
Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the
Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate
Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed
by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed
to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under
any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders
of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(xi) of this Agreement may
be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b) of this sentence)
the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.


 


The foregoing paragraph
notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder
related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination Event,
then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder
will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan Holder’s
request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced, to replace, within 60 days
of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer) with respect
to the applicable Serviced Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer at the
request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain
a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing
agreement shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder
in accordance with this Section 7.05 shall be responsible for all duties, and shall be entitled to all compensation
, of the Master Servicer under this Agreement with respect to the applicable Serviced Loan Combination, except that the Master
Servicer shall be entitled to retain a portion of the Servicing Fee for the related Mortgage Loan equal to any related Excess Servicing
Fee. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any fee and (b) shall
also provide that such sub-servicer shall become the master servicer under a separate servicing agreement for the applicable Serviced
Loan Combination in the event that the Serviced Loan Combination is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration, limitation of


 






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liability,
indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated without
cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement.
If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this
Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable
resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated
sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05,
the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06     Termination of the Operating Advisor.


 


(a)          An “Operating Advisor 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 Operating Advisor 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 30 days after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee
or to the Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights
of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable
within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure
so long as it has commenced to cure such failure with the initial 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;


 


(ii)         
any failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating
Advisor Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of
such failure is given to the Operating Advisor by any party to this Agreement;


 


(iii)         any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a
period of 30 days;


 


(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


 






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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 60 days;


 


(v)          the Operating Advisor 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 Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)         the Operating Advisor 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 notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on its internet website, unless the Certificate Administrator
has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then, and in each and every
such case, so long as such Operating Advisor 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 of each Class
of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor 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 Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination
Event of which the Depositor becomes aware.


 


(b)          Upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the
Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating
Advisor that is an Eligible Operating Advisor 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 of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting
such notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in
the Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing more
than 50% of the Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right to vote
(provided that Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates
exercise their right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date
on which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights and obligations
of the Operating Advisor under this


 






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Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing
sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and
the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach
or alleged breach of such provisions. As between the Operating Advisor, 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 Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder
and Certificate Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate
Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website;
provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for
the reasonable expenses of posting such notices.


 


(c)          On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of
its authority and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor 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 15 Business Days after
(1) the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances
contemplated in Section 6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers
such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an
Eligible Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor, any related Outside
Controlling Note Holder and, if a Consultation Termination Event does not exist, the Controlling Class Representative within one
Business Day of such appointment, and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder
within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the
holder of any Class of Certificates.


 


The Operating Advisor
shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If
any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating
Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall
appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating
Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating
Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement.
Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions in
this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until a replacement Operating
Advisor is appointed hereunder.


 






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(d)          Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating
Advisor, 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 Depositor,
any related Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not
exist) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or 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 resignation or
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than any rights
to indemnification arising out of events occurring prior to such resignation or termination.


  


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01     Duties of the Trustee and the Certificate Administrator.


 


(a)          The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual
knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed
as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


 


(b)          Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which
are specifically required to be furnished 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, the Diligence Files, any CREFC® reports and any information
delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website),
shall examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically
set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible
for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument
provided to it hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected
instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable,
reasonable satisfaction, the Certificate Administrator (if the


 






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Certificate
Administrator requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument)
will provide notice thereof to the Certificateholders.


 


(c)          Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or
“control” persons within the meaning of the Act shall have any liability arising out of or in connection with this
Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be
construed to relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further,
that:


 


(i)          
Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee
nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate
Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the
Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished
to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement
without responsibility for investigating the contents thereof;


 


(ii)         
Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator,
as applicable, was negligent in ascertaining the pertinent facts;


 


(iii)         Neither the Trustee nor the Certificate Administrator shall be personally 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 entitled to greater than
50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of
the aggregate 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, as applicable, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, as applicable, under this Agreement;


 


(iv)         Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or
control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not
the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and


 






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that
is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with
any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating
Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person,
including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(v)          Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable,
in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and
costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably
assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the
Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence
in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake
any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)         Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach
of any Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge
of such act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to
this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling
Class Representative; and


 


(vii)        Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad
faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, 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, as applicable, has been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


None of the provisions
contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate
Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate
Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible
for the manner


 






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of
performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20
and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and
be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the
terms of this Agreement. None of the provisions contained in this Agreement shall in any event require the Certificate Administrator
to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate
Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under
this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds
pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)          The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate
Administrator written confirmation of whether any Control Termination Event, Consultation Termination Event or Operating Advisor
Consultation Trigger Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation,
based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate
Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of
its determination (or its receipt of notice) of the commencement or cessation of any Control Termination Event, Consultation Termination
Event or Operating Advisor Consultation Trigger Event.


 


Section 8.02     Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)          Except as otherwise provided in Section 8.01 of this Agreement:


 


(i)          
Each of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)          Each of the Trustee and the Certificate Administrator may consult with counsel and the written 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 with such the written advice of such counsel or Opinion of Counsel;


 


(iii)        (A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to institute, 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


 






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of
this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable,
security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs,
expenses and liabilities which may be incurred therein or thereby; and


 


 (B)      
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable
for other than its negligence or willful misconduct in the performance of any such act;


 


provided that subject
to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of
a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge,
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 person would exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)        Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates,
agents or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered
or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized
or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)         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 at least 25% (or such other
percentage as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if
the payment within a reasonable time to the Trustee or the Certificate Administrator, as applicable, 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, as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security
afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable
indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event
or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer
or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating Advisor
Termination Event, and otherwise by the Certificateholders requesting the investigation;


 






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(vi)         Each of the Trustee and 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 but shall not be relieved of its obligations hereunder; and


 


(vii)        For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event
only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or
obtains actual knowledge of such event.


 


(b)          Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by
any provision of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator,
as applicable, shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting
such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding
or subject a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or
ordinances.


 


(c)          All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator, as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought
in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither the Trustee nor
the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.


 


(d)          Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting
from acts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          Each of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar
shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded
to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein
mutatis mutandis.


 


(f)           Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from
the Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain
confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”)
of the encrypted e-mail communication will be required to complete a registration process. Instructions on how to register and/or
retrieve an encrypted message will be included in


 






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the
first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(g)          No provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the
Certificate Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of
its duties or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or
omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which
determination may be based on Opinion of Counsel).


 


(h)          In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including
Section 326 of the USA PATRIOT Act (for purposes of this clause (i), “Applicable Law”), each of the Trustee
and the Certificate Administrator is required to obtain, verify, record and update certain information relating to individuals
and entities that maintain a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly,
each of the parties hereto agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Trustee
or the Certificate Administrator, as applicable, to comply with Applicable Law.


 


Section 8.03     Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or
the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of
the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of any
Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence of any
Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust
Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02);
the performance or enforcement of any Mortgage Loan (other than if the Trustee


 






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shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related document or
the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer or any loss resulting
therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that the Trustee
shall remain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions of any
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer,
the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the
express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to
act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by
or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted
by the express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the
Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this Agreement.
Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any
of the Certificates or of the proceeds of the sale of such Certificates, or for the use or application of any funds paid to the
Depositor, the Master Servicer or the Special Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Lock Box Account,
the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held
by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have
responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or
maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee
shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes
as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted
by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives
an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.


 






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Section 8.04     Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any
agent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner
or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights
it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05     Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate
Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for
the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator
Fee (which in each case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties
of the Trustee or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable
with respect to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer
or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the
case may be, would have been entitled.


 


(b)          Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for
all reasonable expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by
the Trustee or the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ) to the extent such payments are “unanticipated expenses” as described in clause (d) below, except
any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however,
that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The Master Servicer and
the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred
or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special
Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, in accordance with any of the provisions


 






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of
this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all other persons not regularly
in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.


 


(c)          Each of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian,
the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall
indemnify the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the
Custodian and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the Master
Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”) for, and hold each
of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection
with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified
Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the
Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified
Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct,
bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard
of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee, director
or officer of the Depositor or any Sponsor, and the Trust Fund for, and hold each of them harmless against, any loss, liability
or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as
a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the Authenticating
Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may
be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s,
the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties
hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the
Custodian, the Certificate Administrator or the Trustee, as the case may be, of any


 






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of
its representations or warranties contained herein, or (iii) as a result of or relating to a violation of the Exchange Act or
Regulation RR if such violation, in whole or in part, results from or arises out of a breach by the Authenticating Agent, the
Paying Agent, the Certificate Registrar or the Certificate Administrator, as the case may be, of any of its obligations under
Section 5.02(f) and Section 5.03(i) of this Agreement.


 


(d)          The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees
and disbursements of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or
proceeding between the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising
in respect of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly
reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the
negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified
Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which
such Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses”
shall include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee
or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably
anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable
attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified
Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement,
including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11,
Section 4.05 and Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties
under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)          Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity
of this Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights
accrued prior to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the
resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the
Certificate Registrar or the Custodian.


 


(f)           This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,
expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law
or environmental matter.


 


Section 8.06    
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times be a corporation or association 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


 






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the
Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period
when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Neither
the Trustee nor the Certificate Administrator shall be the Third Party Purchaser, the Retaining TPP MOA or a Risk Retention Affiliate
of the Third Party Purchaser or the Retaining TPP MOA. The Trustee is required to maintain (A) a rating on its unsecured long
term-debt of at least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-”
by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (C) if rated by KBRA, a rating on its unsecured
long term-debt of at least “A-” by KBRA; provided, however, that Wilmington Trust, National Association as
the initial trustee will be deemed to have met the eligibility requirements in (A) through (C) above for so long as (a) it has
a rating on its unsecured long-term debt of at least “BBB” from S&P and a short term debt rating of at least “A-2”
from S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term
debt rating of at least “F2” by Fitch, and (c) the Master Servicer has (i) a rating on its unsecured long-term debt
of at least “A” by S&P and a rating on its short-term debt of at least “A-1” from S&P and (ii)
a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1”
by Fitch (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating
with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall
satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate
Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P
(or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2”
by S&P), (B) “BBB+” by Fitch and (C) if rated by KBRA, “A-” by KBRA (or, in the case of any Rating
Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating
Agency has provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the
combined capital and surplus of such corporation 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 that the place of business from which the Trustee or the Certificate Administrator,
as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income
of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate
Administrator, 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 from its own funds and continue as Trustee or Certificate Administrator, as applicable,
or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified
in Section 8.07.


 


Section 8.07     Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other
such party, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificateholders, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this


 






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Agreement,
the Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee
or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation
to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator,
as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted
appointment within 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator,
as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator,
as applicable, and such petition will be an expense of the Trust Fund. Except as set forth in the immediately preceding sentence,
the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning
Mortgage Loans by reason of change in Trustee).


 


If at any time either
the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and
shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master
Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee
or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as
applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so
removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates entitled to more
than 50% of the Voting Rights of all of the Certificates may at any time, with prior written notice, remove the Trustee or the
Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument
or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee
(in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection
with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed and one
complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered
to the Serviced Companion Loan Holders.


 


In the event that the
Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights
and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated, other than
any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees,
expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with
respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until
the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable out-of-pocket costs and expenses


 






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of
each other party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee
or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than
50% of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such Holders will be required
to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable, necessary to effect
the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the
Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


 


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
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 successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii)
the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated
by the fifth paragraph of Section 10.07.


 


Upon the resignation
or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned
or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2018-B3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3” or in blank, and (B) in the case of the
other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate)
to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has
been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master
Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed
without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by
the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long
as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation
with the Controlling Class Representative).


 


Section 8.08     Successor Trustee or Successor Certificate Administrator.


 


(a)          Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or
Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such
successor Trustee or Certificate Administrator, as applicable, 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


 






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originally
named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall
be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. In
connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian
appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements
held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee
or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable,
all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,
as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the
Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor
shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor
Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section 8.09     Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the
Certificate Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable,
may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate
Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the
Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable,
hereunder, provided such entity 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.


 


Section 8.10     Appointment of Co-Trustee or Separate Trustee. 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, the assets thereof or any
property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint
such co-trustee(s) arises from any change in or matter relating to the identity, organization, status, power, conflicts, internal
policy or other development or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s)
arises from a change in applicable law or the identity, status or power of the Trust Fund;


 



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provided,
however, that in the event the need to appoint such co-trustee(s) arises from a combination of the events described in
clause (i) and clause (ii), the expense shall be split evenly between the Trustee and the Trust Fund; and provided,
further, that in the event the need to appoint such co-trustee(s) arises from none of the events described in clause (i) and clause
(ii), such appointment shall be at the expense of the Trust Fund) 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 Fund, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall
not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. 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.


 


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 (it being understood that such separate trustee or co-trustee is not authorized to act separately
without the Trustee joining in such act), 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 hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee solely at the direction of the Trustee.


 


The Depositor and the
Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate
trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.


 


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. Every such instrument shall be filed with the Trustee. 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. In no event shall any such separate trustee or co-trustee be entitled
to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee
that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than
that


 






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afforded
to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


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.


 


Section 8.11     Access to Certain Information.


 


(a)          The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating
Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage
Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)          The Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior
written request and during normal business hours, shall make available or cause to be made available) for review by any Privileged
Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator (or a Custodian appointed by it)):


 


(i)          
the Prospectus;


 


(ii)         
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)         all Certificate Administrator reports made available to holders of each relevant Class of
Certificates since the Closing Date;


 


(iv)       
all Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to
Certificateholders pursuant to Section 4.02 of this Agreement since the Closing Date;




 


(v)        
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s
Certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.10 of this Agreement;


 


(vi)         the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 






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(vii)        the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable,
and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this
Agreement;


 


(viii)       any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to
which the environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


 


(ix)         the Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the
Serviced Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or
any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24
of this Agreement;


 


(x)         
the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)        
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xii)        notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee
(and appointments of successors thereto);


 


(xiii)       all Special Notices;


 


(xiv)       any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;
and


 


(xv)       
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 






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	Article IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE



 


Section 9.01         Termination;
Optional Mortgage Loan Purchase.


 


(a)          The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the
month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the
earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders
of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust
Fund pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates for all the
Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created hereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date hereof. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


(b)         
In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding
shall be terminated and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith,
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for
the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this
Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the
adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate
Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs,
or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and
for the Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust
REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


 


(c)         
The Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such


 






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Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master
Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of
the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related
Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the
Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any
Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the
Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of
the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder.
The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this
subsection (c).


 


(d)        
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution
will be made (i) to the Holders of outstanding Regular Certificates and to the Certificate Administrator in respect of the
Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal
to the remaining Certificate Balance or Lower-Tier Principal Balance, as applicable, of each such Class of Certificates and
Lower-Tier Regular Interest, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01
of this Agreement (or, if the Regular Certificates are no longer outstanding, to the Holders of the Class R Certificates)
and (ii) to the Holders of the Grantor Trust Certificates, of any amount remaining in the Collection Account, the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest


 






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Distribution Account and/or the Excess Liquidation
Proceeds Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or collection of the
last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17
of this Agreement of the last asset held by the Trust Fund.


 


(e)         
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate
Administrator to affected Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer,
the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received,
given or been deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than ten
days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders
shall:


 


(i)          
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein;


 


(ii)         
specify the amount of any such final distribution, if known; and


 


(iii)         state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates
at the office of the Paying Agent therein specified.


 


If the Trust Fund is
not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof
to each affected Certificateholder.


 


(f)          
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.


 



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(g)         
For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate
the Trust Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate
Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R
Certificates representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to
subsection (c).


 


(h)         
Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D
Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are reduced to zero, the Remaining Certificateholder
shall have the right to exchange all of its Certificates (but excluding the Class S and Class R Certificates) for all
of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect
to the Outside Serviced Mortgage Loans) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by
giving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided
that such Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime
Rate, (B) the aggregate Certificate Balance of the then-outstanding Principal Balance Certificates as of the day of the
exchange and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder elects to exchange all
of the Certificates (other than the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property
(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans)
remaining in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination
Date, 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 Operating Advisor, the Certificate Administrator and the Trustee hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account or a Distribution Account,
but only to the extent that such amounts are not already on deposit in the Collection Account. Upon confirmation that such final
deposits have been made and following the surrender of all remaining Certificates (other than the Class S and Class R Certificates)
by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request for Release from the
Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Remaining
Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties (and including the Trust
Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund and the
respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments to Certificateholders
and Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and the preparation and filing
of final tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to
perform select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the Remaining Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance
of its remaining Certificates (other than the Class S and Class R


 






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Certificates), plus accrued and unpaid interest with respect
thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier
Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties (or the Trust’s interests therein)
are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01    
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X
of this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and
the related rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to
request delivery of information or other performance under these provisions other than in good faith, or for purposes other than
compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. 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 reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the Benchmark 2018-B3
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3, and any Serviced Companion Loan Securities,
each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor
and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, 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 available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any 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 Asset Representations Reviewer, the Custodian, the Certificate Administrator and the
Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor
or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


Section 10.02     
Succession; Sub-Servicers; Subcontractors.


 


(a)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act
(in addition to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to
the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer
is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator
under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special
Servicer, any such Sub-Servicer or Certificate Administrator, the Certificate Administrator (or, in


 






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the case of a successor
to the Certificate Administrator, the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable
Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long
as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise
no later than one (1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and
each such Other Depositor, all information relating to such successor (which such successor Master Servicer, Special Servicer,
Sub-Servicer or Certificate Administrator shall be required to provide) reasonably requested by the Depositor or any such Other
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). The Certificate Administrator (or the Trustee,
if applicable) shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation or
termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with
respect to each Serviced Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each
Co-Lender Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination,
replacement or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any
successor thereto.


 


(b)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
if the Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17,
a “Servicer”) utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer
shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion
Loan is affected, a written description (in form and substance satisfactory to the Depositor and each such Other Depositor) of
the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding
calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined
to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of
Section 10.09 and Section 10.10 of this Agreement to the same extent as if such Subcontractor were such
Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) 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 10.09
and Section 10.10 of this Agreement, in each case, as and when required to be delivered.


 


(c)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing, if a Servicer engages a Subcontractor 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


 






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the meaning of Item 1101 of Regulation AB and whether 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 the engagement of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the
Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor
and sub-servicing agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor
shall be deemed to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor
and the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the
Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to
the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective
date of such engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced
Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07
of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special
Servicer engages a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance
of any of the duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and
the related Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with
respect to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer,
an assignment to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer,
as applicable, determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable,
would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the
pool assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice
of such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor
as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date of such amendment,
modification or assignment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement,
no later than the time required under Section 10.07 of this Agreement). Such notice shall contain all information reasonably
necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting
Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02
of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to
be filed under the Exchange Act).


 



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(e)          
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into
which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor
to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor
and each Other Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if
such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required
under Section 10.07 of this Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to
the Depositor and each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other
Depositor, all information reasonably necessary for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement
or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section 10.03    
Filing Obligations.


 


(a)         
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the
Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to)
reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each
Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05
and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D,
ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof,
and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms
executed by the Depositor.


 


(b)         
In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor
or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, 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
shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next
calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the
Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K,
the Depositor and the Certificate Administrator 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. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, 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
or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties
as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary


 






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Form 8-K/A
or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate
Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare
any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE/A 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 10.03 related to the timely preparation
and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X.
The Certificate Administrator shall have no 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 any such 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 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


Section 10.04    
Form 10-D and Form ABS-EE Filings.


 


(a)         
Within 15 calendar 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 and Form ABS-EE then required by the Exchange
Act, in form and substance as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus
and the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required
to be filed with the Commission and incorporated by reference into each such document. The Certificate Administrator shall file
each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate
Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and
the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included
on Form 10-D and/or Form ABS-EE (“Additional Form 10-D Disclosure”) shall, pursuant to the
following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor,
the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D
Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other 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
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after
the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on
the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117
of Regulation AB as to such party which shall be


 






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reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent
available to such party in such format) or (in the case of asset-level information required by Item 1A on Form 10-D) XML Format
or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act
Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure,
if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D
Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on
Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party
to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in
the form attached as Exhibit W-1 to this Agreement (except with respect to the reporting of balances of the Collection
Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in the form of Exhibit W-2
hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information relating to any REO Account to
be reported under “Item 9: Other Information” on Exhibit U to the Master Servicer within four (4) calendar days
after the related Distribution Date) 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 or (in the case of asset-level information
required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that any Depositor’s approval pursuant
to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to provide Additional Form
10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities
Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information required by
Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


(b)         
Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information
required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of 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(a)
of this Agreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s
assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator,
(iii) include a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s
assigned “Central Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver
to the Certificate Administrator pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate
by reference the Form ABS-EE filing for the related reporting period (which Form ABS-EE disclosures shall be filed at the time
of each filing of the applicable report on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during
any portion of the related reporting period), (v) to the extent such information is provided to the Certificate Administrator by
the Master Servicer in the form of Exhibit W-2 hereto for inclusion therein within the time period described in this
Section 10.04, the balances of the Collection


 






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Account, each Loan Combination Custodial Account and each REO Account (to
the extent the related information has been received from the Special Servicer within the time period specified in this Section
10.04), in each case as of the related Distribution Date and as of the immediately preceding Distribution Date and (vi) the
balance of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation
Proceeds Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.


 


(c)         
With respect to any Mortgage Loan 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 it receives such information from the Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (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 such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


(d)         
The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number
on the cover of Forms 10-D and ABS-EE for each reporting period: Name: Richard Simpson, Telephone: (212) 816-5343. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


(e)         
Upon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant
to Section 11.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the
Form 10-D relating to the Collection 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.


 


(f)          
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 5.07, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate,
and such disclosure 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


 






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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.


 


(g)        
At the time required under Section 10.04(a), 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 4.02(b)
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 4.02(b), 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. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC®
Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


(h)        
After preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward
electronically copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File
and any Schedule AL Additional File received by the Certificate Administrator) to the Depositor for review no later than seven
(7) calendar days after the related Distribution Date or, if the 7th calendar day after the related Distribution Date
is not a Business Day, the immediately preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor
to answer any questions that the Depositor may pose to the Master Servicer regarding the data or information contained in, or omitted
from, any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy
as of the Closing Date of data that had been included in the Initial Schedule AL File or the Initial Schedule AL Additional File
or (2) changes made to such CREFC® Schedule AL File or Schedule AL Additional File by the Certificate Administrator
following receipt from the Master Servicer). The Certificate Administrator, the Master Servicer and the Depositor 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 as soon as possible. Within four (4) Business Days after
receipt of copies of such Forms 10-D and ABS-EE from the Certificate Administrator, but no later than two (2) Business
Days prior to the 15th calendar day after the related 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 an officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect to the Trust
and return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE (in
electronic form or by fax copy), the Certificate Administrator shall deem such reports to be approved by the Depositor and shall
proceed with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be
filed on time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended,


 






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the Certificate
Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. 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 and
Form ABS-EE with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor can
be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention:
Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943,
e-mail: richard.simpson@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street,
17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D and
Form ASB-EE with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of
their duties under this Section 10.04. The Certificate Administrator shall have no 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 any Form 10-D
or Form ABS-EE with respect to the Trust, where such failure results because required disclosure information was either not delivered
to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


 


(i)          
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 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.04(h) of this Agreement.


 


Section 10.05   
Form 10-K Filings. (a)  Within 90 days
after the end of each fiscal year of the Trust (it being understood that the fiscal year of 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 within 90 days after December 31, 2018, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such
Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been delivered
to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this Agreement:


 


(i)           an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer,
as described under


 






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Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


 


(ii)         
 (A)       the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under
Section 10.09; and


 


(B)      
if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies
any material instance of noncompliance, disclosure identifying such 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), or if such report on assessment of compliance with Servicing Criteria described
under Section 10.09 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 each Reporting Servicer, as described under Section 10.10;
and


 


(B)      
if any registered public accounting firm attestation report described under Section 10.10 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 to this Agreement as Exhibit X, with such changes as may be necessary or
appropriate as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which
shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the
related signature pages may be delivered separately.


 


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 second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other
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.


 


Not later than the end
of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any,
during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the
Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective),


 






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provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the
name and address of any new party to this Agreement.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2019, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular
Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor, each such
Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional
Form 10-K Disclosure described on Exhibit V to this Agreement applicable to such party, (ii) the parties listed
on Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party
and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this
Agreement, 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 with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations to provide
Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement
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 fees assessed and expenses incurred by the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this
paragraph.


 


After preparing a Form 10-K
with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K
to the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates,
or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt
of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any
changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K
with respect to the Trust to the Depositor for review no later than March 21 in the year immediately


 






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following the year as
to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three
(3) Business Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K. No later than 5:00
p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall
sign the Form 10-K with respect to the Trust 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. Upon receipt of such signed Form 10-K
(in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall
proceed with filing such report with the Commission. If a Form 10-K with respect to the Trust cannot be filed on time
or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 10.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared
and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage
Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212)
723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich
Street, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention:
Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor
may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.05 related to the timely preparation and filing of Form 10-K with respect to the Trust 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 10.05.
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 Form 10-K with respect to the Trust, where such
failure results because required disclosure information was either not delivered to the Certificate Administrator or delivered
to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence,
bad faith or willful misconduct.


 


(b)         
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 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.05(a) of this Agreement.


 



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Section 10.06   
Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley
Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the
Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, 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 deliver an Asset Review Report Summary), the Custodian and the Trustee shall
provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to
which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification
in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3,
Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8,
as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up
certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside
Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. 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 10.06 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.


 


Section 10.07    
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”), or if requested by the Depositor, 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 with respect to the Trust 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”) that is approved by the Depositor shall, pursuant to the following paragraph, be reported
by the applicable parties set forth on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange
Act reporting purposes, 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 with respect to the Trust, absent such reporting, direction
and approval.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer
or Responsible Officer thereof


 






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has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using
commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the
occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required to
provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable
(ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required
under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as
Exhibit W-1, 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 with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide
Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z 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 fees assessed or expenses incurred by the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With respect to any Loan
Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Serviced
Co-Lender Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any Outside
Service Provider of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be, shall
promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form
8-K, as required by the Exchange Act and (ii) upon the execution of any amendment to a related Co-Lender Agreement, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, executing such amendment on behalf of the Trust shall promptly
notify the Depositor and the Certificate Administrator of such execution and cooperate with the Depositor and the Certificate Administrator
to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 



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After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no
event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph). Promptly, but no later than the close of business on the third Business Day after the related Reportable
Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable Event, a duly
authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust 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 with respect to the Trust cannot be filed on time or if a previously filed Form 8-K
with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b)
of this Agreement. 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 with respect to the Trust, to the extent such Form 8-K has been
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number:
(212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich
Street, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention:
Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor
may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the Trust is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.07. 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 and/or timely file any Form 8-K with respect to the Trust, 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.


 


In the case of a Form
8-K that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer
or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and
at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before
the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information)
required for the Trust to comply in a timely manner with applicable filing


 






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requirements under Items 1.01 and 6.02 of Form 8-K and
(ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially
similar to those delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate
Administrator or the initial Sub-Servicer, as the case may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


Section 10.08     Annual Compliance Statements. The Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee
shall furnish (and each of the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator
(i) with respect to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use
commercially reasonable efforts to cause such Additional Servicer to furnish, and (ii) with respect to any other
Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional Servicer to furnish)
(each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an
Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year,
commencing in March 2019, an Officer’s Certificate (together with a copy thereof in EDGAR-Compatible Format,
or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable
Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) 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. The Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer,
shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such
statement to, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13,
the Rule 17g-5 Information Provider. Promptly after receipt of each such Officer’s Certificate, the Depositor (and, in
the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other
Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or
any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a
servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing


 






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agreement. The
obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage
Loan or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the
time such Officer’s Certificate is required to be delivered.


 


With respect to each
Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such
terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special
Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth
in the Outside Servicing Agreement.


 


Section 10.09    
Annual Reports on Assessment of Compliance With Servicing Criteria.


 


(a)         
On or before March 1 of each year commencing in March 2019, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable
calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish)
(each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing
Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee,
as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion
Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special
Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy
thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator,
the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that
complies in all material respects with the requirements of Item 1122 of Regulation AB and 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 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 the end of and for the preceding
calendar year, 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. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any
Certificateholder, upon the written request thereof, by the Certificate Administrator.


 



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Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O
to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor
and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria, 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 O
to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation
or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant
of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.


 


(b)        
On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
and the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing
Criteria for such party.


 


(c)         
No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will 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 Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)         
In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it
has made, or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to
any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with
respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee (if it has made, or is required to make, an Advance during


 






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such period of time) or the Operating Advisor was subject to
this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 


With respect to each
Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use
commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance
as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer,
Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and
in form and substance similar to the annual report on assessment of compliance described in this Section 10.09 and the attestation
described in Section 10.10.


 


Section 10.10    
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing
in March 2019, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense,
shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such
party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant
to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall 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 Certificate Administrator, the Custodian, the Trustee, 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 (together with a copy thereof in EDGAR-Compatible Format, or in such other format as
otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange
Act Reporting Party and the applicable party required to furnish, or cause to be furnished, such report under this Section 10.10)
to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part
of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor
(only in the case of a report furnished on behalf of the Special Servicer) and the Depositor, and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, 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 and (ii) on the basis
of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public
Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the
Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. 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 Act and the Exchange Act. Such report must be available for general use and not contain restricted
use language. Copies of such statement will


 






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be provided to any Certificateholder, upon the written request thereof, by the Certificate
Administrator.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report
and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the
Custodian’s, the Trustee’s (if applicable), the Operating Advisor’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 relates to an assessment
of compliance meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.


 


Section 10.11    
Significant Obligors


 


(a)         
[Reserved]


 


(b)         
With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, 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), beginning with the first calendar quarter following receipt of notice
from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of
such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of such 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 Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of such 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.


 



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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 any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information
is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall
cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to obtain the required financial information, and (iii)
if unsuccessful, shall, no later than five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or the related Significant Obligor NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing
its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust.


 


For the avoidance of
doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with
respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


 


Section 10.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall
indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of
the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including without
limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by
such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this Article
X; (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan
Seller Sub-Servicer) to perform its obligations under this Article X; (iii) any untrue statement of a material fact contained
in any information (x) regarding the Indemnifying Party or any Servicing Function Participant, Additional Servicer or Subcontractor
engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any
registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered
by or on behalf of such Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described
in this Article X, or the omission to state in any such information a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be entitled
to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying
Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement
terms related thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct
on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate


 






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Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange
Act Deliverable with respect to such Indemnifying Party.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional
Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor
or any Other Depositor, as applicable, as necessary for the Depositor or any 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”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any
registered public accounting firm, attorney or other agent retained by such 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 for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission, 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 and negotiate a response and/or resolution with the Commission; provided, 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 paragraph. If such election is made, the applicable Affected
Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission 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 and copy the Depositor or any Other Depositor on all correspondence with the Commission and
provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s
expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor shall cooperate
with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and
negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party
and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting
Party shall cooperate and coordinate with one another with respect to any


 






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requests made to the Commission 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 related
to the foregoing 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 Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function
Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion
of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any
employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor
or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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 (including without limitation the costs of investigation, legal defense and any amounts
paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its
part in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer
(as defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c),
or (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


 


If the indemnification
provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient
to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor
or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party
as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified 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 this Article X (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements


 






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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 Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 10.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator.


 


Section 10.13     Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this
Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying
Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement.


 


Section 10.14     Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the
Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary
provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich
Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com,
with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard
Simpson, telecopy number: (646) 328-2943 e-mail: richard.simpson@citi.com, and with a copy to Citigroup Commercial
Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy
number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such other address(es), facsimile numbers and/or electronic
mail addresses as may be designated by the Depositor.


 


Section 10.15     Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not
be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator
may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely
basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to
such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure
to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any
other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D
or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or
willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations
under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth
in,


 






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such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written
notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s
failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate
Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is so filed.


 


Section 10.16    
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in
this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice
if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this
Article X; provided that such termination shall not be effective until a successor master servicer or special servicer,
as applicable, shall have accepted the appointment.


 


Section 10.17    
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer
or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the
Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following
any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such
Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article
X and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable,
to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under
Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights
described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate
a Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect
to any other Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as
applicable.


 


Section 10.18    
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)         
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide
for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting
Party of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide
any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other
Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less


 






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than 30 days written
notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply
with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has
provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 12.04 of this Agreement and (ii) such period shall
not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information
for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08, Section 10.09
and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this
Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor
or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided further,
that this notice requirement does not apply to any Serviced Companion Loan that is included in any Other Securitization as of the
Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting
Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such
Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other
Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this
Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing
any of the reports or other information required to be delivered under this Article X in connection therewith and (i) upon
such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X with respect to
such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such
items; provided that no such confirmation will be required in connection with any delivery of the items contemplated by
Section 10.08, Section 10.09 and Section 10.10 of this Agreement. Such confirmation shall be
deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written
statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the
appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such
Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other
parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable
prior written request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master
Servicer, Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure
materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus
(updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the
reasonable cost of the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization
of a Serviced Companion Loan.


 



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(c)          The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the
reasonable cost thereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor
and any underwriters with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of
counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b)
with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the
case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)         
Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior
written request given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other
Depositor and the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following:
(i) any information (including, but not limited to, disclosure information) required for such Other Securitization Trust to comply
in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel,
certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered
by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective
counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating
to this Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2018-B3 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that
transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement,
the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on
behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.18(d) shall be paid or


 






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caused to be paid by the same party or parties required to pay the costs and expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.19    
Termination of Exchange Act Filings With Respect to the Trust. 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 with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating
to the suspension of reporting in respect of the Trust under the Exchange Act or any other 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 10.04, Section 10.05, Section 10.06 and Section
10.07, solely insofar as they relate to the Trust, shall be suspended. 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 or other applicable form, the Depositor shall provide notice to the Certificate Administrator that it is required
to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence preparing and filing
reports on Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as required pursuant to Section 10.04, Section
10.05, Section 10.06 and Section 10.07, and all parties’ obligations under this Article X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section 11.01    
Asset Review.


 


(a)         
On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant
to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s
Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the
case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate
Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice
of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset
Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after
providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer
and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent
Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to
exist, and, if there is an occurrence of any of the events or


 






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circumstances identified in clauses (1), (2) and/or
(3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2)
Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders
evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within
90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a
vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation
of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days
of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Holder and the other Certificateholders (such notice to Certificateholders
to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request
access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached
hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an
Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses
(A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review
Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall
be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)         
(i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan,
the Custodian (with respect to clauses (1) – (5) below for all of the Mortgage Loans), the Master Servicer
(with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6)
below for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business
Days after receipt of such notice from the Certificate Administrator)


 






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provide, in electronic format, the following materials for
such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset
Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)          Notwithstanding the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary
to the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence
analysis.


 


(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 conducted pursuant
to this Section 11.01 (any such information, “Unsolicited Information”).


 


(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 JJ (each such procedure, a “Test”).
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)          No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


 


(vi)         The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)        In connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect
to each Delinquent Loan:


 


(A)     
Within 10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition
of “Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan
or in any event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any
Review Materials made available or delivered to the Asset Representations Reviewer are missing any documents required to complete
any Test for such Delinquent Loan, the Asset Representations Reviewer shall promptly 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 request that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10
Business Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer
such missing documents 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 12.04
of this Agreement. In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable,
within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan
Seller;


 






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provided that the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver
any such missing documents only to the extent such document is in the possession of the Mortgage Loan Seller.


 


(B)      
Following the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary
report with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if
applicable, whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable
missing documents together with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset
Representations Reviewer has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively,
the “Preliminary Asset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset
Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide the Preliminary Asset
Review Report to the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the following statement
in the related correspondence when providing each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans): “This is a Preliminary Asset Review Report
regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement relating to the Benchmark 2018-B3 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3, requiring action by you as the recipient of such
Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report to the applicable Mortgage Loan
Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report.” If the Preliminary Asset Review
Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the applicable Mortgage Loan
Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”)
to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be required under the related Mortgage Loan
Purchase Agreement to provide any documents or any explanations to support (i) a conclusion that a subject representation and warranty
has not failed a Test or (ii) a claim that any missing documents in the Review Materials are not required to complete a Test, in
any such case to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten
(10) Business Days after receipt from the applicable Mortgage Loan Seller, deliver to the Asset Representations Reviewer any such
documents or explanations received from the applicable Mortgage Loan Seller given to support a claim that the representation and
warranty has not failed a Test or a claim that any missing documents in the Review Materials are not required to complete a Test.


 



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(C)      
Within the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset
Representations Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially
in the form attached hereto as Exhibit HH, 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, together with
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, the related Mortgage Loan Seller
and the Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of the
Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
, substantially in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator (who shall include such
Asset Review Report Summary in the Form 10-D relating to the Collection Period in which such Asset Review Report Summary is received
and post such Asset Review Report Summary on the Certificate Administrator’s Website in accordance with Section 10.04(e)).
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days,
upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller(s), if the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Delinquent
Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event that the Asset Representations Reviewer
does not receive any documentation that it requested from the Master Servicer (with respect to Performing Serviced Loans), the
Special Servicer (with respect to Specially Serviced Loans) or the applicable 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 documents 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 documents from any party to this or otherwise.


 


(viii)     
Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)         
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 the


 






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responsibility of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


 


(c)         
The Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any
party to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and
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
except for purposes of complying with its duties and obligations hereunder.


 


(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 11.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative 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 Controlling Class Representative 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 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)         
With respect to any Delinquent Loan that is an Outside 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 Outside Servicer (if such Outside Serviced Mortgage
Loan is being serviced by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan
is being serviced by an Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator


 






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(and, in each case, such other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section 11.02   
Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)         
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing
fee (the “Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of
each Mortgage Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related
Interest Accrual Period at 0.00023% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”)
on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such
Interest Accrual Period, and shall be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for
any partial periods. The Asset Representations Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection
Account as set forth in Section 3.06(a).


 


(b)         
Upon the completion of an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller
of a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage
Loan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a fee
(the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $15,000 multiplied
by the number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject
Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per
Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,000 per
Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement,
subject, in the case of each of clauses (i) through (iv), to annual adjustments on the basis of the year end Consumer Price Index
for All Urban Consumers or, if the Consumer Price Index for All Urban Consumers is no longer calculated, another similar index
for the year of the Closing Date and for the year in which the related Asset Review Notice is given. The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided,
however, that if (i) the related Mortgage Loan Seller is insolvent or (ii) at any time after the outstanding Certificate
Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such
Certificates, the related Mortgage Loan Seller fails to pay such amount within 90 days following receipt of the Asset Representations
Reviewer’s invoice, then such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided,
further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will
remain an obligation of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it
determines to do so, shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts
to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset


 






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Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account
as set forth in Section 3.06(a).


 


(c)         
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 such Delinquent Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 11.02(b).


 


(d)         
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 11.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may 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 shall at
all times be an Eligible Asset Representations Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer
(and such failure results in an Asset Representations Reviewer Termination Event) by giving written notice to the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder.
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 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 shall bear all costs and expenses of each party hereto and each Rating Agency in connection with its resignation
and the transfer of its duties.


 


Section 11.04   
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 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 11.05   
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


 






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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 any 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 is 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; provided, however, that with respect to any such failure which is not curable
within such 30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days to effect such cure
so long as it has commenced to cure such failure within the initial 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;


 


(ii)         
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure 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;


 


(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 sixty (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


 


(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 (and simultaneously deliver such written


 






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notice to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 11.01(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), 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 of such requested
vote to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
Website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and
to the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Certificates evidencing at least 75% of the
Voting Rights allocable to the Certificates of those Holders that exercise their right to vote (provided that Holders representing
the applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote (which,
for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), 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 the event that Holders of the Certificates entitled to at least 75% of a Certificateholder Quorum elect to remove the Asset
Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer shall be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 



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(c)           
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
11.05, 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 30 days after (1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this
Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Depositor
(in the case of a resignation of the Asset Representations Reviewer pursuant to Section 11.03) or the Trustee (in the case
of a termination of the Asset Representations Reviewer pursuant to Section 11.05(b)), as applicable, 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 Holder and each Certificateholder within one Business Day of such appointment. 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, but not obligated, 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.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an
Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such
disqualification and, if an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03
of this Agreement, and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


 


(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, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative. 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).


 






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Article
XII



MISCELLANEOUS PROVISIONS


 


Section 12.01     Counterparts. 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
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.


 


Section 12.02    
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, 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 Fund, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


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 Fund, 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 person by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting
Rights of any Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the Certificate
Administrator) 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 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. 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 of any Class shall have any right
in any manner whatever by virtue of any provision of this Agreement 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 other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
of Certificates of such Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 12.03    
Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,


 






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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 SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 12.04    
Notices. Unless otherwise specifically provided in this Agreement, 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 (a) personally
delivered, (b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which
shall be deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service
and received by the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and received by the addressee or (e) only with respect to any addressee of any party for which an electronic mail
address is set forth below, sent by electronic mail (provided, however, any notice provided by electronic mail shall not
be considered delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following
address(es), or as to each such Person such other address or e-mail address as may hereafter be furnished by such Person to the
parties hereto in writing:


 


		(i)	in the case of the Depositor:



 


Citigroup Commercial Mortgage Securities
Inc.





390 Greenwich Street, 5th Floor





New York, New York 10013





Attention: Paul Vanderslice





Fax number: (212) 723-8599


 


with a copy to:


 


Citigroup Commercial Mortgage Securities
Inc.





390 Greenwich Street





New York, New York 10013





Attention: Richard Simpson





Fax number: (646) 328-2943


 


with a copy to:


 


Citigroup Commercial Mortgage Securities
Inc.





388 Greenwich Street, 17th Floor





New York, New York 10013





Attention: Ryan M. O’Connor





Fax number: (646) 862-8988


 






    -441-


     


    

 


with electronic copies e-mailed
to:


 


Richard Simpson at richard.simpson@citi.com
and





Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


		(ii)	in the case of each of the Master Servicer and the Special Servicer:



 


Midland Loan Services, a Division
of PNC Bank, National Association,





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President
– Division Head





Fax number: 1-888-706-3565


 


with a copy to:


 


Eversheds Sutherland (US) LLP





700 Sixth Street, NW, 7th
Floor





Washington, D.C. 20001





Attn: Lisa A. Rosen





Fax Number: (202) 637-3593


 


and with respect to e-mail pursuant
to this Agreement, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely with respect to notices under
Section 12.06 and Section 12.13)


 


		(iii)	in the case of the Certificate Administrator:



 


Citibank, N.A.





388 Greenwich Street





New York, New York 10013





Attention: Citibank Agency &
Trust - Benchmark 2018-B3





Fax number: (212) 816-5527


 


and with respect to e-mail pursuant
to this Agreement, at ratingagencynotice@citi.com


 


		(iv)	in the case of the Trustee:



 


Wilmington Trust, National Association





1100 North Market Street





Wilmington, Delaware 19890





Attention: CMBS Trustee –
Benchmark 2018-B3





Fax number: (302) 636-4140





Email: cmbstrustee@wilmingtontrust.com


 






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		(v)	in the case of each of the Asset Representations Reviewer and the Operating Advisor:



 


Park Bridge Lender Services LLC





600 Third Avenue, 40th floor





New York, New York 10016





Attention: Benchmark 2018-B3 –
Surveillance Manager


 


with copies sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of this Agreement,
at cmbs.notices@parkbridgefinancial.com


 


		(vi)	in the case of the Rating Agencies:



 


		(A)	S&P Global Ratings






55 Water Street, 41st
Floor





New York, New York 10041





Attention: Commercial Mortgage
Surveillance Manager





Email: cmbs_info_17g5@standardandpoors.com


 


		(B)	Fitch Ratings, Inc.






33 Whitehall Street





New York, New York 10004





Attention: Commercial Mortgage
Surveillance Group





Fax number: (212) 635-0295





E-mail: Info.cmbs@fitchratings.com


 


		(C)	Kroll Bond Rating Agency, Inc.






845 Third Avenue, 4th Floor





New York, New York 10022





Attention: CMBS Surveillance





Fax number: (646) 731-2395


 


		(vii)	in the case of the Mortgage Loan Sellers:



 


		(A)	Citi Real Estate Funding Inc.






390 Greenwich Street, 5th
Floor





New York, New York 10013





Attention: Paul Vanderslice





Fax number: (212) 723-8599


 


with a copy to:


 


Citi Real Estate Funding Inc.





390 Greenwich Street





New York, New York 10013





Attention: Richard Simpson


 






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Fax number: (646) 328-2943


 


with copies by electronic mail
to:


 


Richard Simpson at richard.simpson@citi.com





Ryan M. O’Connor at ryan.m.oconnor@citi.com





and, in the case of each Rule
15Ga-1 Notice, cmbs.notice@citi.com


 


		(B)	German American Capital Corporation






60 Wall Street





New York, New York 10005





Attention: Lainie Kaye


 


with a copy by electronic mail
to lainie.kaye@db.com and to cmbs.requests@db.com


 


		(C)	JPMorgan Chase Bank, National Association






383 Madison Avenue, 31st
Floor





New York, New York 10179





Attention: Kunal K. Singh





Email: US_CMBS_Notice@jpmorgan.com


 


		(viii)	in the case of the Underwriters:



 


		(A)	Citigroup Global Markets Inc.






390 Greenwich Street, 5th Floor





New York, New York 10013





Attention: Paul Vanderslice





Fax number: (212) 723-8599


 


with a copy to:


 


Citigroup Global Markets Inc.





390 Greenwich Street





New York, New York 10013





Attention: Richard Simpson





Fax number: (646) 328-2943


 


with copies by electronic mail
to:


 


Richard Simpson at richard.simpson@citi.com
and





Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


		(B)	Deutsche Bank Securities Inc.






60 Wall Street





New York, New York 10005





Attention: Lainie Kaye


 






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with a copy by electronic mail
to lainie.kaye@db.com


 


		(C)	J.P. Morgan Securities LLC






383 Madison Avenue, 8th Floor





New York, New York 10179





Fax number: (212) 834-6754





Email: ABS_Synd@jpmorgan.com


 


with a copy to:


 


383 Madison Avenue, 32nd Floor





New York, New York 10179





Attention: Bianca A. Russo





Email: US_CMBS_Notice@jpmorgan.com


 


		(ix)	in the case of the Initial Purchasers:



 


		(A)	Citigroup Global Markets Inc.






390 Greenwich Street, 5th Floor





New York, New York 10013





Attention: Paul Vanderslice





Fax number: (212) 723-8599


 


with a copy to:


 


Citigroup Global Markets Inc.





390 Greenwich Street





New York, New York 10013





Attention: Richard Simpson





Fax number: (646) 328-2943


 


with copies by electronic mail
to:


 


Richard Simpson at richard.simpson@citi.com
and





Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


		(B)	Deutsche Bank Securities Inc.






60 Wall Street





New York, New York 10005





Attention: Lainie Kaye


 


with a copy by electronic mail
to lainie.kaye@db.com


 


		(C)	J.P. Morgan Securities LLC






383 Madison Avenue, 8th Floor


 






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New York, New York 10179





Fax number: (212) 834-6754





Email: ABS_Synd@jpmorgan.com


 


with a copy to:


 


383 Madison Avenue, 32nd Floor





New York, New York 10179





Attention: Bianca A. Russo





Email: US_CMBS_Notice@jpmorgan.com


 


		(x)	in the case of the initial Controlling Class Representative:



 


KKR Real Estate Credit Opportunity
Partners Aggregator I L.P.





9 West 57th Street, Suite 4200





New York, New York 10019





Attention: Matt Salem





Facsimile number: (212) 750-0003





Email: Matt.Salem@kkr.com


 


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 communication required or permitted to be delivered to a Certificate
Owner shall be deemed to have been duly given to the extent delivered through the Depository. 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. Notwithstanding anything contained in this Section 12.04 to the contrary, nothing in this Section 12.04
shall constitute consent by any party hereto to service of process upon such party by facsimile transmission, electronic mail or
any other type of electronic transmission.


 


The obligation of any
party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this
Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact
information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other
Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt
of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 






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Section 12.05     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, to the extent permitted by applicable law, 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 12.06     Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)          
The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by
e-mail to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information
Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of such
notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)           
any material change or amendment to this Agreement;


 


(ii)          
the occurrence of any Servicer Termination Event that has not been cured;


 


(iii)        
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)         
the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          
the final payment to any Class of Certificateholders;


 


(vi)         
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account or any Distribution Account;


 


(vii)       
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;
and


 


(viii)       
any change in the lien priority of a Mortgage Loan.


 


(b)          
The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule
17g-5 


 






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Information
Provider and the Depositor (solely with respect to furnishing of the documents described in clause (iv) below to the
Depositor, upon request by the Depositor) copies of the following (to the extent not already delivered or made available
pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule
17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after
2:00 p.m., on the next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the
posting of such documents to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each
Registered Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider
of its election to not receive such notification) by electronic mail of the posting of such documents, which electronic mail
may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)            
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)           
each of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this
Agreement;


 


(iii)          
each of its annual independent public accountants’ servicing reports described in Section 10.10 of this
Agreement;


 


(iv)         
a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section
3.03(a) or Section 4.02(b); and


 


(v)           
upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18
of this Agreement.


 


(c)           
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate
Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section
8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms of this Agreement and
to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5
Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m..


 


(d)          
After any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information
Provider’s Website pursuant to Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5 Information Provider
may send such posted notice, document or item to a Registered Rating Agency.


 


Section 12.07     Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the


 






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Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


(i)           
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)          
to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or
with the description thereof in the Prospectus or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the
change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of
counsel (at the expense of the party requesting the amendment);


 


(iv)         
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense
of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of
the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with
respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply
with the Investment Company Act, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


(v)          
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 


(vi)         
to modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase
the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such


 






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party’s
obligations under this Agreement); provided, further that notice of such modification is provided to all parties
to this Agreement; and


 


(vii)        
to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under this Agreement of the Controlling Class Representative without the consent of
the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under this Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any
Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity
as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


 


This Agreement or any
Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is
then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to
be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the
Holder of that Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment
without the consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)         
change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)         
change the definition of “Servicing Standard” without either (A) consent of 100% of the holders of the Certificates
or (B) Rating Agency Confirmation;


 






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(v)           
without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby,
change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction
under this Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or
(C) the right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)          
adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)         
adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       
change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected
Underwriter or Initial Purchaser.


 


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing,
and to the extent required by this Section, the Certificateholders, the Serviced Companion Loan Holders, the Mortgage Loan Sellers,
the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the Master Servicer
shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced Companion Loan
Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish
written notification of the substance of such amendment to each Certificateholder and to the Rule 17g-5 Information Provider who
shall post a copy of such notification to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement. It shall not be necessary for the consent of Certificateholders or the Serviced Companion Loan Holders, the
Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under this Section 12.07 to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The
method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the Serviced
Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such
reasonable regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation
and in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the
Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian),
and/or the Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting
such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the
Trustee or the Certificate Administrator for any purpose described in clause (i) or (ii) of the first sentence of this


 






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Section,
then at the expense of the Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any
Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate tax
rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively
upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i), (ii), (iii) or (v) (which does not modify or otherwise relate solely to the obligations, duties
or rights of the Trustee or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense
of the Trust Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all
conditions precedent to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is
then acting as Custodian) and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment
which affects the Trustee’s, the Custodian’s (if the Certificate Administrator is then acting as Custodian) or the
Certificate Administrator’s, as applicable, own rights, duties or immunities under this Agreement. Any party hereto requesting
an amendment to this Agreement shall provide (x) notice of such amendment no later than 3 Business Days prior to the anticipated
date of execution, and (y) a copy of the executed amendment no later than the date of execution, to each Other Depositor (and
counsel thereto) and Other Exchange Act Reporting Party under each Other Pooling and Servicing Agreement (which may be by email)
in order for each Companion Loan Holder to timely comply with its obligations under the Exchange Act. The party requesting an
amendment to this Agreement shall provide to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, prior written notice of such proposed amendment.


 


Section 12.08     Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans 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, all principal and interest received or receivable with respect to the Mortgage Loans (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 Account, the Excess Interest Distribution
Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance
Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 






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Section 12.09     Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii) the
next sentence, no Persons other than a party to this Agreement, any Serviced Companion Loan Holder (unless it is the Mortgagor
under the applicable Serviced Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with respect
to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights
to receive any documents, certifications, information and/or indemnification hereunder and its rights under Section 2.02,
Section 5.03 and Section 12.07 of this Agreement), any Serviced Companion Loan Holder (in respect of the
rights afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Serviced Companion
Loan Holder under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under
Section 2.03(a), Section 2.03(b), Section 2.03(c), Section 3.09(d)(i), Section 12.07
and Section 12.16 of this Agreement and its rights as a Privileged Person), the Retaining Sponsor (with respect to its rights
under Section 5.02(f) and Section 5.03(i)), any Other Depositor and Other Exchange Act Reporting Party (with
respect to its rights under Article X of this Agreement), any Other Servicer and Other Special Servicer (with respect to
all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer or Other Special
Servicer, as the case may be, and the provisions herein regarding coordination of Advances) and, subject to Section 12.02
of this Agreement, any Certificateholder (which are intended third-party beneficiaries of this Agreement) shall have the
right to enforce their respective rights and obligations hereunder (in the case of any Serviced Companion Loan Holder, to the extent
they affect the related Serviced Companion Loan and provided that such Serviced Companion Loan Holder is not the Mortgagor under
the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without limiting the
foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan
is an intended third-party beneficiary of this Agreement.


 


Section 12.10     Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to
be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this
Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder,
as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect
to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date
such report or information may be requested. The notice shall set forth the applicable Sections where such reports and information
are requested.


 


Section 12.11     Waiver of Jury Trial. 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 12.12     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE


 






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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 SUCH
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER
PERMITTED BY LAW.


 


Section 12.13     Exchange Act Rule 17g-5 Procedures.


 


(a)           
Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise
in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally
or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance
of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency
regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the
extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to
such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating
Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided
in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00
p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same
Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day
by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of
the posting of such response.


 


(b)          
To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its
obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to
the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information
Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business
Day of receipt of such response if received 





 






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by
2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5
Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after
2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information
or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of,
each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall
include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter
indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for
the applicable Rating Agency to make its decision.


 


(c)           
Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall
be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations
under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided
to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section
12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications
shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides
a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such
Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that
any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally
communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance
with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided
to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures
set forth in Section 12.13(h).


 


(d)          
Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to
indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents,
Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any
and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Act, the
Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are
based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b),
Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination
by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant
to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the
applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other


 






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expenses
reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such
expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change
in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


 


(e)           
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is
acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have
any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the
terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such
party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to
the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or
communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication
on the Rule 17g-5 Information Provider’s Website.


 


(f)           
None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications,
or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other
hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special
Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master
Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however,
that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower,
property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in
fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such
Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has
been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following
the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing
to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit
rating surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon written
request, certify to the Depositor that it received the confirmation described in this clause (z)).


 


(g)           
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in
the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this
Agreement.


 


(h)           
The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available
solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic
document


 






    -456-


     


    

 


format
suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider
agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject reference
of “Benchmark 2018-B3” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 


(A)        all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(B)        all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a),
12.13(b) and 12.13(c);


 


(C)        any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by
the Depositor;


 


(D)     
any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information
Provider by the Depositor; and


 


(E)        any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The 17g-5 Information
Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if
received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the
posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each Registered
Rating Agency and (ii) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s
Website.


 


The Rule 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. If any information
is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s
Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have
obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule
17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the
Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other
NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5
Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider).
If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted
by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not
a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on
such Business Day, or if received


 






    -457-


     


    

 


after
2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to
submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address
so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding
delivery of information to the Rule 17g-5 Information Provider may be directed to 1-888-855-9695 and ratingagencynotice@citi.com
(specifically referencing “Benchmark 2018-B3” in the subject line) (or to such other telephone number or e-mail
address as the Rule 17g-5 Information Provider may designate).


 


The 17g-5 Information
Provider shall provide a mechanism to promptly 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 thereto. In connection
with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration
and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall
not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “[Benchmark 2018-B3]” and sufficient detail to indicate that such information is required to be posted on the Rule
17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to
the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending
such notices to the electronic mail address(es) of such Registered Rating Agency as provided by such Registered Rating Agency upon
its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic
mail address(es) made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule
17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address(es) of any Registered
Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


 


(i)            
In connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or
Trustee, as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the
Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special
Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other
document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice
or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5
Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information
Provider’s Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information,
report, notice or other document to the Rule 17g-5 Information Provider.





 






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(j)            
With respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the
Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in
respect of such Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information
Provider under this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information
Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance with this
Agreement.


 


(k)          
The Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information
Provider that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted
by the 17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)            
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect to
the Mortgage Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form
ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance
with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form
ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, in accordance
with the timeframe provided in Section 12.13(h).


 


(m)         
Neither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service
provided by a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section 12.14    
Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. 


 


It is expressly agreed
and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders
in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate
with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the
provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender
and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation,
reassignment to the related Mortgage Loan Seller of such sections, but no other portion, of the Loan Documents, to permit the related
Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special
Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable
law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause
either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for


 






    -459-


     


    

 


federal
income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment
under this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section 12.15         
PNC Bank, National Association.


 


PNC Bank, National Association,
by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[Signature Pages Follow]


 




    -460-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the
day and year first above written.


 





	 	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory




 

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	 	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President




 

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	 	PARK BRIDGE LENDER SERVICES
LLC as Operating Advisor and as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC,
a New York limited liability company, its Sole Member
	 	 	 
	 	 	By: Park Bridge Financial LLC, a New York limited liability company, its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title:   Managing Member




 

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	 	Citibank,
n.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ James Polcari
	 	 	Name: James Polcari
	 	 	Title:   Senior Trust Officer




 

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	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title:   Assistant Vice President




 

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	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 






 


On this 2nd day of April
2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Richard W. Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is the Vice President
of Citigroup Commercial Mortgage Securities, Inc., a New York Corporation, one of the entities described in and that executed the
foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Nannette L. Edwards 
	 	Notary Public in and for the State of New York






 


	
        Nannette L. Edwards

        

        Notary Public, State of New York

         No. 01ED6158862

        

        Qualified in Queens County

         Comission Expires Jan. 08,
2019

        



 


My Commission expires:

[NOTARIAL SEAL]



 

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	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 






 


On this 29th day of March
2018, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared
David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President
of Midland Loan Services, a Division of PNC Bank, National Association, one of the entities described in and that executed the
foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Brent
Kinder 
	 	Notary Public in and for the State of Kansas



 


	 	
        BRENT KINDER

        

        NOTARY PUBLIC – State of Kansas

        

        My Appt. Exp. January 30, 2022

         





 

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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 






 


On this 28th day of March,
2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Managing Member
of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge
Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his name thereto under
authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Niaja
K. Mowatt 
	 	NOTARY PUBLIC in and for the State of New York



 


[SEAL]


 





	My Commission expires:	3/31/20
	 	(Date)



  


	
        Niaja K. Mowatt

        

        Notary Public

        

        State of New York

        

        NO. 01MO6184241

        

        Qualified in New York County

        

        Comm. Ex.

        

        3/31/2020

         




 

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	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF New York	)	 






 


On this 28th day of March
2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
James Polcari, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Senior Trust Officer
of Citibank, N.A., a national banking association, one of the entities described in and that executed the foregoing instrument;
and that s/he signed her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Danny
Lee 
	 	NOTARY PUBLIC in and for the State of New York



 


	



My Commission expires:	
        Danny
        Lee, Notary Public

        

        State of New York, NO. #01LE6161129

         Qualified in New York County

        

        Commission Expires February 20, 2019

        



[NOTARIAL SEAL]

 

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	STATE OF Delaware	)	 
	 	)	ss.:
	COUNTY OF New Castle	)	 






 


On this 29th day of March
2018, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and sworn, personally appeared
Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and say that she is the Assistant Vice
President of Wilminton Trust, a National Association, one of the entities described in and that executed the foregoing instrument;
and that she signed her name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Christina
Bader 
	 	Notary Public in and for the State of Delaware



 


My Commission expires:



[NOTARIAL SEAL]


 


	
        CHRISTINA BADER

        

        NOTARY PUBLIC

         STATE OF DELAWARE

        

        MY COMMISSION EXPIRES MARCH 22, 2020

         



 

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EXHIBIT
A-1


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-1


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.




 




    A-1-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-1


 


	Pass-Through Rate:  2.851% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $25,000,000	 	Scheduled Final Distribution Date: the Distribution Date in June 2022
	 	 	 


	
        CUSIP: 08161B AU7

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08161BAU70

         

        Common Code: 180650741

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR,
Class NR-RR, Class R and Class S Certificates (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-1-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-1-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee
pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of
Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-1-4


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-1-5


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-1-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-1-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-1-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-1-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-1-10


     


    

 





EXHIBIT
A-2


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


3
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


4
       Global Certificate legend.


 






    A-2-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-2


 


	Pass-Through Rate:  3.848% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $162,100,000	 	Scheduled Final Distribution Date: the Distribution Date in April 2023
	 	 	 


	
        CUSIP:  08161B AV5

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BAV53

         

        Common Code: 180650857

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-2-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-2-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee
pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of
Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-2-4


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-2-5


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-2-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-2-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-2-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-2-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-2-10


     


    







 


EXHIBIT
A-3


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


5
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


6
       Global Certificate legend.




 




    A-3-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-3


 


	Pass-Through Rate:  3.746% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates:  $66,600,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2025
	 	 	 


	
        CUSIP:  08161B AW3

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BAW37

         

        Common Code: 180650865

        

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class A-3 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-3-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-3-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-3-4


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-3-5


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan in respect of any Mortgage Loan then included
in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount
and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such
Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the
Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-3-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-3-7


     


    



 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-3-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class
A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-3-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-3-10


     


    







 


EXHIBIT
A-4


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


7
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


8
       Global Certificate legend.




 




    A-4-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-4


 


	Pass-Through Rate:  3.761% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates:  $150,000,000	 	Scheduled Final Distribution Date: the Distribution Date in January 2028
	 	 	 


	
        CUSIP:  08161B AX1

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BAX10

         

        Common Code: 180650911

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class A-4 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-4-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-4-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-4-4


     


    

 


such
risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) 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 any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-4-5


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-4-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-4-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-4-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-4-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-4-10


     


    

 





EXHIBIT
A-5


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]9


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


9
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


10
     Global Certificate legend.




 




    A-5-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-5


 


	Pass-Through Rate:  4.025% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates:  $315,076,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2028
	 	 	 


	
        CUSIP:  08161B AY9

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BAY92

         

        Common Code: 180651136

 
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class A-5 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-5-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-5 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-5-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-5-4


     


    

 


such
risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) 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 any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-5-5


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-5-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-5-7


     


    



 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-5-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class
A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-5-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










    A-5-10


     


    

 


EXHIBIT
A-6


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		11	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		12	Global Certificate legend.



 



    A-6-1 


     

    

 





BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-AB


 


	Pass-Through Rate:  3.965% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates:  $46,000,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2027
	 	 	 


	
        CUSIP:  08161B AZ6

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BAZ67

         

        Common Code: 180651187

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class A-AB Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 



    A-6-2 


     

    

 





The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-6-3 


     

    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize



 



    A-6-4 


     

    

 


 such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 



    A-6-5 


     

    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 





		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-6-6 


     

    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    A-6-7 


     

    

 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




    A-6-8 


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class
A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-6-9 


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  






    A-6-10 


     

    

 


EXHIBIT
A-7


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3,
CLASS A-4, CLASS A-5, CLASS A-AB AND CLASS A-S certificates. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 





		2	Global Certificate legend.




 






     A-7-1



     

    

  


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $849,448,000	 	Scheduled Final Distribution Date:  the Distribution Date in March 2028
	 	 	 


	
        CUSIP:  08161B BD4

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:     US08161BBD47 
	 	 
	 	 	 
	
        No.: [1]

        
	 	 


  


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-B,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



  


		3	The initial approximate Pass-Through Rate as of the Closing
Date is 0.655% per annum.



 



     A-7-2



     

    

 





This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-A Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share
of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






     A-7-3



     

    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 



     A-7-4



     

    

 


provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 



     A-7-5



     

    

 





		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






     A-7-6



     

    

 


 the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



     A-7-7



     

    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-7-8



     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-7-9



     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 








     A-7-10



     

    

 





EXHIBIT
A-8


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B certificates.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






     A-8-1


     

    

 





BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $49,164,000	 	Scheduled Final Distribution Date:  the Distribution Date in March 2028
	 	 	 


	
        CUSIP:  08161B BE2

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:    
US08161BBE20 
	 	 
	 	 	 
	
        No.: [1]

        
	 	 


 





This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



  


		3	The initial approximate Pass-Through Rate as of the Closing
Date is 0.262% per annum.



 






     A-8-2


     

    

  


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-B Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share
of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






     A-8-3


     

    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 



     A-8-4


     

    

 


provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 



     A-8-5


     

    

  





		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






     A-8-6


     

    

 


the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



     A-8-7


     

    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-8-8


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-8-9


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-8-10


     

    

 














EXHIBIT
A-9


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






     A-9-1


     

    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS A-S


 


	Pass-Through Rate:  The lesser of 4.195% and the WAC Rate	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $84,672,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:  08161B BA0

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BBA08

         

        Common Code: 180651292

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class NR-RR,
Class R and Class S Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






     A-9-2


     

    

  


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within
two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay
to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






     A-9-3


     

    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund,



 



     A-9-4


     

    

 


 provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 



     A-9-5


     

    

 





		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






     A-9-6


     

    

 


the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



     A-9-7


     

    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-9-8


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-9-9


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-9-10


     

    

  


EXHIBIT
A-10


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






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BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS B


 


	Pass-Through Rate:  The lesser of 4.295% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $49,164,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 
	
        CUSIP:  08161B BB8

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08161BBB80

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class NR-RR,
Class R and Class S Certificates (together with the Class B Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 



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The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






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any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 



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such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 



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any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 





		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






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Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




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ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




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DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










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EXHIBIT
A-11


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 




     A-11-1


    


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS C


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $50,530,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 
	
        CUSIP:   08161B BC6

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BBC63

         

        Common Code: 180651306 
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class C Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


		3	The initial approximate Pass-Through Rate as of the Closing
Date is 4.557% per annum.



 






     A-11-2


    


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



     A-11-3


    


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,

                                                                                




 






     A-11-4


    


    

 


provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






     A-11-5


    


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






     A-11-6


    


    

 


the
Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-11-7


    


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 








	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory





  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory






 




     A-11-8


    


    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
___________________________  (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________ 





	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-11-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 







     A-11-10


    


    

 


EXHIBIT
A-12


 


BENCHMARK 2018-B3 COMMERCIAL MORTGAGE
TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.








     A-12-1


    


    

 


SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-12-2


    


    

 


BENCHMARK 2018-B3 COMMERCIAL MORTGAGE
TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS X-D


 


	Pass-Through Rate:  1.500% per annum	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $36,800,000	 	Scheduled Final Distribution Date:  the Distribution Date in March 2028
	 	 	 


	
        CUSIP:   08161B
        AN34

        U0735B AG95

        08161B AP86

        

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08161BAN387

USU0735BAG968

US08161BAP859

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
NR-RR, Class


 





 



 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 







     A-12-3


    


    

 


R
and Class S Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-D Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share
of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 






     A-12-4


    


    

 


Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






     A-12-5


    


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary
                                                                                              to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or
                                                                                              minimize the risk of imposition of any tax on the Trust Fund, 


provided
that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the
Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the
Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act
of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;







                                                                                




 





		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 






     A-12-6


    


    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall: 


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price,


 






     A-12-7


    


    

 


payable
in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-12-8


    


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory









 




     A-12-9


    


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within
Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________ 





	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-12-10


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent. 


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number








 




     A-12-11


    


    

 


EXHIBIT
A-13


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.







     A-13-1


    


    

 



THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-13-2


    


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS D


 


	Pass-Through Rate:  The WAC Rate minus 1.500% per annum4	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $36,800,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:   08161B AA15

        U0735B AA26

        08161B AB97
        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAA178

        USU0735BAA279

        US08161BAB9910

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.057% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






     A-13-3


    


    

 


of
this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement
are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class NR-RR, Class R and Class S Certificates
(together with the Class D Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been


 






     A-13-4


    


    

 


surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-13-5


    


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-13-6


    


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-13-7


    


    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in
respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-13-8


    


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory









 


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory









 




     A-13-9


    


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________ 





	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 






     A-13-10


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-13-11


    


    

 


EXHIBIT
A-14


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS E-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE initial purchasers
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







     A-14-1


    


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-14-2


    


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS E-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E-RR Certificates: $21,924,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:   08161B
AC74

U0735B AB05

08161B AD56

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAC727

USU0735BAB008

US08161BAD559

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E-RR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.557% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 







     A-14-3


    


    

 


under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class F-RR, Class G-RR, Class
H-RR, Class NR-RR, Class R and Class S Certificates (together with the Class E-RR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






     A-14-4


    


    

 


to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law
with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-14-5


    


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-14-6


    


    

 


rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-14-7


    


    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in
respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-14-8


    


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E-RR Certificate to be duly executed.


 








	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


 



 


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory









 




     A-14-9


    


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class E-RR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class E-RR Certificate of the entire Percentage Interest represented by the within Class
E-RR Certificates to the above-named Assignee(s) and to deliver such Class E-RR Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 







     A-14-10


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-14-11


    


    

 


EXHIBIT
A-15


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS F-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE initial purchasers
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







     A-15-1


    


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-15-2


    


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS F-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F-RR Certificates: $12,291,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:   08161B
AE34

U0735B AC85

08161B AF06

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAE397

        USU0735BAC828

        US08161BAF049

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F-RR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.557% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 







     A-15-3


    


    

 


under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class G-RR, Class
H-RR, Class NR-RR, Class R and Class S Certificates (together with the Class F-RR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






     A-15-4


    


    

 


to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law
with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing
Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-15-5


    


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-15-6


    


    

 


rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-15-7


    


    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in
respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-15-8


    


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F-RR Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory





  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory






 




     A-15-9


    


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class F-RR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F-RR Certificate of the entire Percentage Interest represented by the within Class
F-RR Certificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following address:


 


Date: _________________ 


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 







     A-15-10


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent. 


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number








 









     A-15-11


    


    

 



EXHIBIT A-16


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS G-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE initial purchasers
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






     A-16-1


     


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-16-2


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS G-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G-RR Certificates: $12,291,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:    08161B AG84

        U0735B AD65

        08161B AH66

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAG867

        USU0735BAD658

        US08161BAH699

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G-RR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.557% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates 


 


6 For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates 


 


9 For IAI Certificates


 






     A-16-3


     


    

 


under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class H-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class G-RR Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






     A-16-4


     


    

 


to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates;



 






     A-16-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-16-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-16-7


     


    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.








 






     A-16-8


     


    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-16-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class G-RR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented by the within Class
G-RR Certificates to the above-named Assignee(s) and to deliver such Class G-RR Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-16-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-16-11


     


    

 








EXHIBIT
A-17


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS H-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE initial purchasers
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






     A-17-1


     


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-17-2


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS H-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class H-RR Certificates: $15,022,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2028
	 	 	 


	
        CUSIP:   08161B AJ24

        U0735B AE45

        08161B AK96

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAJ267

        USU0735BAE498

        US08161BAK989

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class H-RR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.557% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates






     A-17-3


     


    

 


under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class
NR-RR, Class R and Class S Certificates (together with the Class H-RR Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class H-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class H-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






     A-17-4


     


    

 


to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-17-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-17-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-17-7


     


    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-17-8


     


    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class H-RR Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class H-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-17-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class H-RR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class H-RR Certificate of the entire Percentage Interest represented by the within Class
H-RR Certificates to the above-named Assignee(s) and to deliver such Class H-RR Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-17-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-17-11


     


    

 








EXHIBIT
A-18


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS NR-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE initial purchasers
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






     A-18-1


     


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-18-2


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS NR-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 11, 2018	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class NR-RR Certificates: $45,067,711	 	Scheduled Final Distribution Date: the Distribution Date in April 2028
	 	 	 


	
        CUSIP:   08161B AL74

        U0735B AF15

        08161B AM56

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08161BAL717

        USU0735BAF148

        US08161BAM549

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class NR-RR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.557% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






     A-18-3


     


    

 


under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class
H-RR, Class R and Class S Certificates (together with the Class NR-RR Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class NR-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class NR-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






     A-18-4


     


    

 


to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-18-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-18-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






     A-18-7


     


    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-18-8


     


    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR-RR Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class NR-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-18-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class NR-RR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class NR-RR Certificate of the entire Percentage Interest represented by the within Class
NR-RR Certificates to the above-named Assignee(s) and to deliver such Class NR-RR Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-18-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-18-11


     


    

  








EXHIBIT
A-19


 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT
IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN code SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
disqualified NON-U.S. tax PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS
5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE
ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE
A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS


 






     A-19-1


     


    

 


AS THEY COME
DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS
GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT
CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER
PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND
SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,”
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




     A-19-2


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS R


 


	Percentage Interest:  [     ]%	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 
	 	 


	
        CUSIP: 08161B AS2

         
	 
	
        ISIN:     US08161BAS25

        
	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR,
Class NR-RR and Class S Certificates (together with the Class R Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.





 






     A-19-3


     


    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the
aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the


 






     A-19-4


     


    

 


Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 



 






     A-19-5


     


    

 


amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






     A-19-6


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






     A-19-7


     


    

 


the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-19-8


     


    

 










IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-19-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class
R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-19-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 










     A-19-11


     


    

 




















EXHIBIT
A-20


 


BENCHMARK 2018-B3 COMMERCIAL MORTGAGE
TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS S


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR
IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE
ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS
OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS
HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER
RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE,
AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




     A-20-1


     


    

 


BENCHMARK
2018-B3 COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-B3, CLASS s


 


	Percentage Interest:  [     ]%	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in April 2018 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to April 2018, the date that would have been its Due Date in April 2018 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 
	 	 


	
        CUSIP:   08161B AQ61

        08161B AR42

         
	 
	
        ISIN:       US08161BAQ683

        US08161BAR424

        
	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] [as nominee] is the registered owner of an interest in a Trust
Fund, including the distributions to be made with respect to the Class S Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and held
in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and
the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class
H-RR, Class NR-RR and Class R Certificates (together with the Class S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


  





 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Rule 144A Certificates


 


4
For IAI Certificates


 







     A-20-2


     


    




 


This Certificate represents
a beneficial ownership interest in certain assets of a grantor trust consisting primarily of any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2018 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date,
an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the
aggregate amount then distributable, if any, with respect to the Class S Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan


 






     A-20-3


     


    

 


Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 









     A-20-4


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






     A-20-5


     


    

  


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class


 






     A-20-6


     


    

 


Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-20-7


     


    

 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
			Authorized Signatory


  


Dated: April 10, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 10, 2018


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
			Authorized Signatory


  




     A-20-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto  ___________________________
 (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class
S Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:


 


Date: _________________


	 	 	 
		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




     A-20-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: __________________________________ Distributions, if being made by wire
transfer in immediately available funds to __________________________ for the account of __________________________ account number
____________________________. This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-20-10


     


    

 







EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    B-1 


     


    

 




 


BMARK
2018-B3 Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	 	 	 	 	 	Cut-Off Date	Mortgage	Remaining Term To	 	Remaining Amortization	Master Servicing	Primary Servicing	Subservicing	Outside Servicing
	Number	Footnotes	Property Name	Address	City	State	Zip Code	Balance ($)	Rate	Maturity / ARD (Mos.)	Maturity Date / ARD	Term (Mos.)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)
	1	 	6420 Wilshire 	6420 Wilshire Boulevard	Los Angeles	California	90048	62,000,000.00	4.27581%	117	1/6/2028	0	0.00250%	0.00250%	NAP	NAP
	2	(1)	EOS 21	140 South Van Dorn Street	Alexandria	Virginia	22304	60,000,000.00	3.88000%	80	12/1/2024	0	0.00250%	0.00000%	NAP	0.00750%
	3	(2)	The SoCal Portfolio	 	 	 	 	50,000,000.00	4.89000%	118	2/6/2028	360	0.00250%	0.00000%	NAP	0.00250%
	3.01	 	Aliso Viejo Commerce Center	27782-27832 Aliso Creek Road	Aliso Viejo	California	92656	 	 	 	 	 	 	 	 	 
	3.02	 	Transpark Commerce	2910-2990 Inland Empire Boulevard	Ontario	California	91764	 	 	 	 	 	 	 	 	 
	3.03	 	Wimbledon	12276-12550 Hesperia Road	Victorville	California	92395	 	 	 	 	 	 	 	 	 
	3.04	 	Palmdale Place	2211-2361 & 2301 East Palmdale Boulevard	Palmdale	California	93550	 	 	 	 	 	 	 	 	 
	3.05	 	Sierra Gateway	39959 & 40015 Sierra Highway	Palmdale	California	93550	 	 	 	 	 	 	 	 	 
	3.06	 	Fresno Industrial Center	720 East North Avenue & 2904-2998 South Angus Avenue	Fresno	California	93725	 	 	 	 	 	 	 	 	 
	3.07	 	Upland Freeway	1348-1438 West 7th Street	Upland	California	91786	 	 	 	 	 	 	 	 	 
	3.08	 	Commerce Corporate Center	5800 South Eastern Avenue	Commerce	California	90040	 	 	 	 	 	 	 	 	 
	3.09	 	Moreno Valley	23880-23962 Alessandro Boulevard	Moreno Valley	California	92553	 	 	 	 	 	 	 	 	 
	3.1	 	Airport One Office Park	4403 East Donald Douglas Drive	Long Beach	California	90808	 	 	 	 	 	 	 	 	 
	3.11	 	Colton Courtyard	1200-1230, 1260-1300 and 1320-1350 East Washington Street	Colton	California	92324	 	 	 	 	 	 	 	 	 
	3.12	 	The Abbey Center	340, 400 & 490 Farrell Drive	Palm Springs	California	92262	 	 	 	 	 	 	 	 	 
	3.13	 	Upland Commerce Center	1379 and 1383-1399 East Foothill Boulevard	Upland	California	91786	 	 	 	 	 	 	 	 	 
	3.14	 	Diamond Bar	23525-23555 Palomino Drive	Diamond Bar	California	91765	 	 	 	 	 	 	 	 	 
	3.15	 	Atlantic Plaza	5166-5190 Atlantic Avenue	Long Beach	California	90805	 	 	 	 	 	 	 	 	 
	3.16	 	Ming Office Park	5500 Ming Avenue	Bakersfield	California	93309	 	 	 	 	 	 	 	 	 
	3.17	 	10th Street Commerce Center	44204-44276 10th Street West	Lancaster	California	93534	 	 	 	 	 	 	 	 	 
	3.18	 	Cityview Plaza	12361-12465 Lewis Street	Garden Grove	California	92840	 	 	 	 	 	 	 	 	 
	3.19	 	Garden Grove Town Center	9918 West Katella Avenue and 11021 Brookhurst Street	Garden Grove	California	92840	 	 	 	 	 	 	 	 	 
	3.2	 	30th Street Commerce Center	3005 East Palmdale Boulevard	Palmdale	California	93550	 	 	 	 	 	 	 	 	 
	3.21	 	Mt. Vernon Commerce Center	851 South Mount Vernon Avenue	Colton	California	92324	 	 	 	 	 	 	 	 	 
	3.22	 	Anaheim Stadium Industrial	2419 & 2423 East Winston Road and 1321 & 1341 Sunkist Street	Anaheim	California	92806	 	 	 	 	 	 	 	 	 
	3.23	 	25th Street Commerce Center	2501-2505 East Palmdale Boulevard	Palmdale	California	93550	 	 	 	 	 	 	 	 	 
	3.24	 	Fresno Airport	1901-1991 North Gateway Boulevard	Fresno	California	93727	 	 	 	 	 	 	 	 	 
	4	(3)	Twelve Oaks Mall	27500 Novi Road	Novi	Michigan	48377	49,944,960.78	4.39850%	119	3/6/2028	359	0.00250%	0.00000%	NAP	0.00250%
	5	(4)	InterContinental San Francisco	888 Howard Street	San Francisco	California	94103	49,788,676.21	4.14500%	117	1/6/2028	357	0.00250%	0.00000%	NAP	0.00250%
	6	 	Residence Inn Pasadena	21 West Walnut Street	Pasadena	California	91103	47,322,292.50	4.82011%	117	1/6/2028	357	0.00250%	0.00250%	0.01000%	NAP
	7	(5)	Marina Heights State Farm	300-600 East Rio Salado Parkway	Tempe	Arizona	85281	45,000,000.00	3.55950%	117	1/6/2028	0	0.00250%	0.00000%	NAP	0.00125%
	8	(6)	CrossPoint	900 Chelmsford Street	Lowell	Massachusetts	01851	45,000,000.00	4.73400%	118	2/6/2028	0	0.00250%	0.00000%	0.00250%	NAP
	9	(7)	Marriott Charlotte City Center	100 West Trade Street	Charlotte	North Carolina	28202	43,000,000.00	4.53000%	50	6/1/2022	0	0.00250%	0.00250%	NAP	NAP
	10	(8)	Rochester Hotel Portfolio	 	 	 	 	40,000,000.00	4.74100%	115	11/6/2027	300	0.00250%	0.00000%	NAP	0.00250%
	10.01	 	Rochester Marriott	101 1st Avenue Southwest	Rochester	Minnesota	55902	 	 	 	 	 	 	 	 	 
	10.02	 	Kahler Grand	20 2nd Avenue Southwest	Rochester	Minnesota	55902	 	 	 	 	 	 	 	 	 
	10.03	 	Kahler Inn & Suites	9 3rd Avenue Northwest	Rochester	Minnesota	55901	 	 	 	 	 	 	 	 	 
	10.04	 	Residence Inn Rochester	441 West Center Street	Rochester	Minnesota	55902	 	 	 	 	 	 	 	 	 
	11	 	Greystone Park and The Meridian at Deerwood Park	 	 	 	 	40,000,000.00	4.86000%	60	4/1/2023	360	0.00250%	0.00000%	0.02000%	NAP
	11.01	 	Greystone Park	10550 Deerwood Park Boulevard	Jacksonville	Florida	32256	 	 	 	 	 	 	 	 	 
	11.02	 	The Meridian at Deerwood Park	5022 Gate Parkway	Jacksonville	Florida	32256	 	 	 	 	 	 	 	 	 
	12	(9)	599 Broadway	599 Broadway	New York	New York	10012	35,000,000.00	4.11800%	118	2/1/2028	0	0.00250%	0.00000%	NAP	0.00250%
	13	 	NJ Distribution Portfolio	 	 	 	 	33,000,000.00	4.89091%	119	3/6/2028	0	0.00250%	0.00250%	NAP	NAP
	13.01	 	1735 Jersey Avenue	1735 Jersey Avenue	North Brunswick	New Jersey	08902	 	 	 	 	 	 	 	 	 
	13.02	 	152 Ridge Road	152 Ridge Road	Dayton	New Jersey	08810	 	 	 	 	 	 	 	 	 
	14	 	Chicago Infill Industrial Portfolio	Various	Various	Illinois	Various	30,883,000.00	4.59000%	60	4/1/2023	0	0.00250%	0.00250%	0.02000%	NAP
	15	(10)(11)	315 West 36th Street	315 West 36th Street	New York	New York	10018	30,000,000.00	4.50500%	119	3/6/2028	0	0.00250%	0.00000%	NAP	NAP
	16	(12)	90 Hudson	90 Hudson Street	Jersey City	New Jersey	07302	30,000,000.00	4.14000%	115	11/1/2027	0	0.00250%	0.00000%	NAP	0.00250%
	17	(13)	Atrium Center	300 Boylston Street	Chestnut Hill	Massachusetts	02467	30,000,000.00	3.90000%	117	1/1/2028	0	0.00250%	0.00250%	0.01000%	NAP
	18	 	907 Market Street	907 Market Street	Philadelphia	Pennsylvania	19107	28,500,000.00	4.55200%	119	3/6/2028	0	0.00250%	0.00250%	NAP	NAP
	19	 	Dellagio Town Center	7924-8075 Via Dellagio Way	Orlando	Florida	32819	28,000,000.00	4.98000%	120	4/6/2028	360	0.00250%	0.00250%	NAP	NAP
	20	 	Mesquite Terraces	501 South Loop 250 West	Midland	Texas	79703	25,550,000.00	4.83200%	58	2/1/2023	360	0.00250%	0.00000%	0.02000%	NAP
	21	 	HIP Brooklyn	447 Atlantic Avenue	New York	New York	11217	25,000,000.00	5.25100%	118	2/1/2028	360	0.00250%	0.00250%	NAP	NAP
	22	(14)	Oak Portfolio	 	 	 	 	24,972,166.99	4.80000%	119	3/6/2028	359	0.00250%	0.00250%	NAP	NAP
	22.01	 	Oak Creek Center	500 & 580 Waters Edge, 700, 948, 1900 and 2000 Springer Drive, 801, 999 and 1000 Oak Creek Drive and 1700 & 2050 Finley Road	Lombard	Illinois	60148	 	 	 	 	 	 	 	 	 
	22.02	 	Oakmont Center	601 Oakmont Lane	Westmont	Illinois	60559	 	 	 	 	 	 	 	 	 
	22.03	 	Park Fletcher I & II	2601 Fortune Circle & 5420 West Southern Avenue	Indianapolis	Indiana	46241	 	 	 	 	 	 	 	 	 
	23	 	Asheville Marketplace	4 South Tunnel Road	Asheville	North Carolina	28805	23,100,000.00	4.92000%	119	3/6/2028	360	0.00250%	0.00000%	0.03000%	NAP
	24	 	Village on the Park Southgate	13210 Village Park Drive	Southgate	Michigan	48195	19,200,000.00	5.29000%	119	3/6/2028	360	0.00250%	0.00000%	0.03000%	NAP
	25	 	Cross Creek Apartments 	1300 Cross Creek Drive	Brunswick	Ohio	44212	18,000,000.00	4.84100%	119	3/6/2028	360	0.00250%	0.00000%	0.02000%	NAP
	26	 	Wade Green Crossing	4200 Wade Green Road Northwest	Kennesaw	Georgia	30144	17,280,247.58	4.69000%	119	3/6/2028	359	0.00250%	0.00250%	0.02000%	NAP
	27	 	Residence Inn Sacramento Airport Natomas	2410 West El Camino Real Avenue	Sacramento	California	95833	16,982,938.42	5.24000%	119	3/6/2028	359	0.00250%	0.00250%	NAP	NAP
	28	 	One Mill Run	3455 Mill Run Road	Hilliard	Ohio	43026	16,975,069.55	5.26900%	119	3/6/2028	299	0.00250%	0.00000%	0.05000%	NAP
	29	 	Holiday Inn Miami West Airport Area	7707 Northwest 103rd Street	Hialeah	Florida	33016	16,000,000.00	5.78750%	60	4/1/2023	360	0.00250%	0.00250%	NAP	NAP
	30	 	Patchwork Farms Shopping Center	3040 Healthy Way	Birmingham	Alabama	35243	14,750,000.00	4.51600%	119	3/1/2028	0	0.00250%	0.00250%	NAP	NAP
	31	 	Bay Tech North	150 North Hill Drive	Brisbane	California	94005	13,100,000.00	4.03500%	117	1/6/2028	360	0.00250%	0.00250%	0.03000%	NAP
	32	 	Berkeley Medical Office	2999 Regent Street 	Berkeley	California	94705	12,000,000.00	4.69800%	118	2/6/2028	0	0.00250%	0.00250%	NAP	NAP
	33	(15)	Towers at University Town Center	6515 Belcrest Road	Hyattsville	Maryland	20782	11,000,000.00	4.77500%	117	1/1/2028	360	0.00250%	0.00000%	NAP	0.00250%
	34	 	San Juan Village	3171-3291 Truxel Road	Sacramento	California	95821	7,328,524.95	4.16000%	118	2/6/2028	358	0.00250%	0.00250%	NAP	NAP
	35	 	Storage Elevated	4006 North Forestdale Drive	Park City	Utah	84098	7,200,000.00	5.12500%	118	2/6/2028	360	0.00250%	0.00250%	NAP	NAP
	36	 	Courtyard Marriott Indianapolis Northwest	7226 Woodland Drive	Indianapolis	Indiana	46278	7,020,000.00	5.21000%	119	3/6/2028	360	0.00250%	0.00250%	NAP	NAP
	37	 	1101-1109 West Randolph Street	1101-1109 West Randolph Street 	Chicago	Illinois	60607	7,000,000.00	5.26000%	82	2/6/2025	360	0.00250%	0.00250%	NAP	NAP
	38	 	Sherman Plaza Fee	201 West 87th Street	Chicago	Illinois	60620	6,888,491.72	4.22000%	116	12/6/2027	176	0.00250%	0.00000%	0.10000%	NAP
	39	 	Village Park Storage Depot	2484 East 147th Street	Carmel	Indiana	46033	4,550,000.00	5.14000%	119	3/6/2028	360	0.00250%	0.00250%	NAP	NAP
	40	 	The Stimson Building	700 Hennepin Avenue	Minneapolis	Minnesota	55403	4,477,345.42	4.64000%	116	12/6/2027	356	0.00250%	0.00250%	NAP	NAP
	41	 	Pecan Ridge	2501 Culkin Road	Vicksburg	Mississippi	39183	4,315,590.81	5.17000%	119	3/6/2028	359	0.00250%	NAP	0.00250%	NAP
	42	 	CVS Lawton	2107 Northwest Cache Road	Lawton	Oklahoma	73505	3,641,041.39	5.23000%	118	2/6/2028	358	0.00250%	0.00250%	NAP	NAP
	43	 	Lakeridge Pointe	6135 & 6174 Lakeside Drive	Reno	Nevada	89511	3,400,000.00	4.78500%	119	3/6/2028	360	0.00250%	0.00250%	0.04000%	NAP
	44	 	Centro Retail Condo	151 Southeast 1st Street Unit CU-1	Miami	Florida	33131	2,700,000.00	5.53000%	59	3/6/2023	360	0.00250%	0.00250%	0.05000%	NAP
	45	 	PNC Chicago Fee	8700 South Cottage Grove Avenue	Chicago	Illinois	60619	2,667,365.36	5.31000%	119	3/6/2028	359	0.00250%	0.00250%	NAP	NAP


 






    	 



     


    

 


BMARK
2018-B3 Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	 	 	 	Serviced Companion Loan	 	Serviced Companion Loan	 
	 	 	 	 	 	 	 	 	 	 	 	Remaining	Serviced Companion Loan	Remaining	Serviced Companion Loan
	Loan	 	 	Mortgage 	Crossed With Other Loans	ARD	ARD Mortgage Loan Final	ARD	Serviced Companion Loan	Serviced Companion Loan	Serviced Companion Loan	Term To	Maturity	Amortization Term	Servicing
	Number	Footnotes	Property Name	Loan Seller	(Crossed Group)	(Yes/No)	Maturity Date	Revised Rate	Flag	Cut-Off Balance	Interest Rate	Maturity / ARD	Date / ARD	(Mos.)	Fee Rate
	1	 	6420 Wilshire 	GACC	No	No	 	 	 	 	 	 	 	 	 
	2	(1)	EOS 21	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	3	(2)	The SoCal Portfolio	CREFI	No	No	 	 	 	 	 	 	 	 	 
	3.01	 	Aliso Viejo Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	Transpark Commerce	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	Wimbledon	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	Palmdale Place	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	Sierra Gateway	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	Fresno Industrial Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	Upland Freeway	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	Commerce Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	Moreno Valley	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	Airport One Office Park	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	Colton Courtyard	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	The Abbey Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	Upland Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	Diamond Bar	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	Atlantic Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	Ming Office Park	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	10th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	Cityview Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	Garden Grove Town Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	 	30th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	Mt. Vernon Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	Anaheim Stadium Industrial	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	25th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	Fresno Airport	 	 	 	 	 	 	 	 	 	 	 	 
	4	(3)	Twelve Oaks Mall	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	5	(4)	InterContinental San Francisco	GACC	No	No	 	 	 	 	 	 	 	 	 
	6	 	Residence Inn Pasadena	GACC	No	No	 	 	 	 	 	 	 	 	 
	7	(5)	Marina Heights State Farm	GACC	No	Yes	1/6/2033	 	 	 	 	 	 	 	 
	8	(6)	CrossPoint	GACC	No	No	 	 	Yes	                            105,000,000.00 	4.73400%	118	2/6/2028	0	0.00250%
	9	(7)	Marriott Charlotte City Center	JPMCB	No	No	 	 	Yes	                              60,000,000.00 	4.53000%	50	6/1/2022	0	0.00250%
	10	(8)	Rochester Hotel Portfolio	GACC	No	No	 	 	 	 	 	 	 	 	 
	10.01	 	Rochester Marriott	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	Kahler Grand	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	Kahler Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	Residence Inn Rochester	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	Greystone Park and The Meridian at Deerwood Park	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	11.01	 	Greystone Park	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	The Meridian at Deerwood Park	 	 	 	 	 	 	 	 	 	 	 	 
	12	(9)	599 Broadway	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	13	 	NJ Distribution Portfolio	CREFI	No	No	 	 	 	 	 	 	 	 	 
	13.01	 	1735 Jersey Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	152 Ridge Road	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	Chicago Infill Industrial Portfolio	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	15	(10)(11)	315 West 36th Street	GACC	No	No	 	 	Yes - Servicing Shift	                              47,000,000.00 	4.50500%	119	3/6/2028	0	0.00250%
	16	(12)	90 Hudson	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	17	(13)	Atrium Center	JPMCB	No	No	 	 	Yes	                              85,000,000.00 	3.90000%	117	1/1/2028	0	0.00250%
	18	 	907 Market Street	GACC	No	No	 	 	 	 	 	 	 	 	 
	19	 	Dellagio Town Center	CREFI	No	No	 	 	 	 	 	 	 	 	 
	20	 	Mesquite Terraces	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	21	 	HIP Brooklyn	GACC	No	No	 	 	 	 	 	 	 	 	 
	22	(14)	Oak Portfolio	CREFI	No	No	 	 	Yes	                              15,651,305.66 	4.80000%	119	3/6/2028	359	0.00250%
	22.01	 	Oak Creek Center	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	Oakmont Center	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	Park Fletcher I & II	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	Asheville Marketplace	CREFI	No	No	 	 	 	 	 	 	 	 	 
	24	 	Village on the Park Southgate	CREFI	No	No	 	 	 	 	 	 	 	 	 
	25	 	Cross Creek Apartments 	GACC	No	No	 	 	 	 	 	 	 	 	 
	26	 	Wade Green Crossing	GACC	No	No	 	 	 	 	 	 	 	 	 
	27	 	Residence Inn Sacramento Airport Natomas	CREFI	No	No	 	 	 	 	 	 	 	 	 
	28	 	One Mill Run	GACC	No	No	 	 	 	 	 	 	 	 	 
	29	 	Holiday Inn Miami West Airport Area	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	30	 	Patchwork Farms Shopping Center	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	31	 	Bay Tech North	GACC	No	No	 	 	 	 	 	 	 	 	 
	32	 	Berkeley Medical Office	GACC	No	No	 	 	 	 	 	 	 	 	 
	33	(15)	Towers at University Town Center	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	34	 	San Juan Village	GACC	No	No	 	 	 	 	 	 	 	 	 
	35	 	Storage Elevated	GACC	No	No	 	 	 	 	 	 	 	 	 
	36	 	Courtyard Marriott Indianapolis Northwest	CREFI	No	No	 	 	 	 	 	 	 	 	 
	37	 	1101-1109 West Randolph Street	CREFI	No	No	 	 	 	 	 	 	 	 	 
	38	 	Sherman Plaza Fee	CREFI	No	No	 	 	 	 	 	 	 	 	 
	39	 	Village Park Storage Depot	CREFI	No	No	 	 	 	 	 	 	 	 	 
	40	 	The Stimson Building	CREFI	No	No	 	 	 	 	 	 	 	 	 
	41	 	Pecan Ridge	CREFI	No	No	 	 	 	 	 	 	 	 	 
	42	 	CVS Lawton	CREFI	No	No	 	 	 	 	 	 	 	 	 
	43	 	Lakeridge Pointe	GACC	No	No	 	 	 	 	 	 	 	 	 
	44	 	Centro Retail Condo	CREFI	No	No	 	 	 	 	 	 	 	 	 
	45	 	PNC Chicago Fee	CREFI	No	No	 	 	 	 	 	 	 	 	 



 

	(1)	The Cut-Off Date Balance of $60,000,000.00 represents note A-2 of a Loan Combination evidenced by three pari passu notes.
	(2)	The Cut-Off Date Balance of $50,000,000.00 represents note A-1-2 and note A-1-3 of a Loan Combination evidenced by six pari passu notes.
	(3)	The Cut-Off Date Balance of $49,944,960.78 represents note A-3-1 of a Loan Combination evidenced by four senior pari passu notes and three subordinate notes.
	(4)	The Cut-Off Date Balance of $49,788,676.21 represents note A-2, note A-4 and note A-5 of a Loan Combination evidenced by five pari passu notes.
	(5)	The Cut-Off Date Balance of $45,000,000.00 represents note A-2-C1 of a Loan Combination evidenced by eight pari passu notes.
	(6)	The Cut-Off Date Balance of $45,000,000.00 represents note A-1, note A-7 and note A-10 of a Loan Combination evidenced by ten pari passu notes.
	(7)	The Cut-Off Date Balance of $43,000,000.00 represents note A-3 of a Loan Combination evidenced by three pari passu notes.
	(8)	The Cut-Off Date Balance of $40,000,000.00 represents note A-3 and note A-4-B of a Loan Combination evidenced by five pari passu notes.
	(9)	The Cut-Off Date Balance of $35,000,000.00 represents note A-2 of a Loan Combination evidenced by two pari passu notes.
	(10)	The Cut-Off Date Balance of $30,000,000.00 represents note A-2 of a Loan Combination evidenced by three pari passu notes.
	(11)	With respect to the 315 West 36th Street mortgage loan, from and after the related Servicing Shift Date, the Primary Servicing Fee Rate (%) shall be 0.00000%, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing Fee Rate (%) shall be 0.00250% and the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%.
	(12)	The Cut-Off Date Balance of $30,000,000.00 represents note A-2-B of a Loan Combination evidenced by three pari passu notes.
	(13)	The Cut-Off Date Balance of $30,000,000.00 represents note A-3 of a Loan Combination evidenced by three pari passu notes.
	(14)	The Cut-Off Date Balance of $24,972,166.99 represents note A-1 of a Loan Combination evidenced by two pari passu notes.
	(15)	The Cut-Off Date Balance of $11,000,000.00 represents note A-1-B of a Loan Combination evidenced by three pari passu notes.




 






    	 



     


    

  





EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________


 


Certificate Administrator: Citibank, N.A.


	Address: 	388 Greenwich Street







New York, New York 10013


Attention: Global Transaction
Services – Benchmark 2018-B3


 


Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


	Certificates:	Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
    Series 2018-B3, Class [__]




 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank, N.A., as Certificate
Administrator, for the Holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B3, 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 April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee.


 


(  )       Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )       Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 


(  )       Deed
of trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 



    C-1 


     


    

 


(  )       Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )       Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


 


(i)           The [Master Servicer][Special Servicer][Outside Servicer][Outside 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 Agreement.


 


(ii)         
The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents
to become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions
nor shall the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 


(iii)        The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate
Administrator when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and
the proceeds thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)      
The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account
of the Trustee, and the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents
and any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside
Special Servicer]’s possession, custody or control.


 



    C-2 


     


    

 


	 	[MASTER SERVICER/SPECIAL SERVICER] [OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:







 


 Dated:




 



    C-3 


     


    

 





EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 



    D-1 


     


    

 



 


 



	 	 	 
	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage
    Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 			 	 	 	 	 
	 	Operating Advisor / Asset	Park Bridge Lender Services LLC	 	Mortgage
    Loan Detail	11	 	 
	 	Representations Reviewer	 	 	 	 	 	 
	 	 	 	 	NOI Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	13	 	 
	 	Trustee	Wilmington Trust, National Association	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	17	 	 
	 	Special Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	 	 	 	 
	 	 	 	 	Specially Serviced
    Loan Detail	19	 	 
	 		 	 	 	 	 	 
	 	Certificate Administrator	Citibank,
    N.A.	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	James Polcari	 	Citibank, N.A.
	 	 	james.polcari@citi.com	 	Agency and Trust
	 	 	Tel: (212) 816-7079	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (347) 344-6847	 	New York, NY 10013
	 	 	 	 	 




 



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	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






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	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:

    Determination Date:	Benchmark 2018-B3 Commercial Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2018-B3	


Reconciliation Detail

	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled
    Interest	 	 	 	 	Servicing
    Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment
    Interest Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest
    Adjustments	 	 	 	 	Trustee
    Fee / Certificate Administrator Fee	 	 	 
	 	Realized
    Loss in Excess of Principal Balance	 	 	 	 	Operating
    Advisor Fee	 	 	 
	 	Total
    Interest Funds Available:	 	 	 	 	Total
    Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses,
    etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled
    Principal	 	 	 	 	Workout
    Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation
    Fee	 	 	 
	 	Principal
    Prepayments	 	 	 	 	Additional
    Trust Fund Expenses	 	 	 
	 	Net
    Liquidation Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased
    Principal	 	 	 	 	Additional
    Servicing Fee	 	 	 
	 	Substitution
    Principal	 	 	 	 	Total
    Additional Fees, Expenses, etc.:	 	 	 
	 	Other
    Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total
    Principal Funds Available:	 	 	 	 	Interest
    Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal
    Distribution	 	 	 
	 	Yield
    Maintenance Charges	 	 	 	 	Yield
    Maintenance Charges Distribution	 	 	 
	 	Prepayment
    Premiums	 	 	 	 	Prepayment
    Premiums Distribution	 	 	 
	 	Other
    Charges	 	 	 	 	Total
    Distribution to Certificateholders:	 	 	 
	 	Total
    Other Funds Available:	 	 	 	 	Total
        Funds Allocated	 	 	 
	 	Total
    Funds Available	 	 	 	 		 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	Stratification
    Detail


 


	Ending Scheduled Balance	 	State
	Ending
    Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	

Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3



NOI Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	

Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 
     
	 	 	 
	Totals	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Delinquency Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	   Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 





 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Historical Delinquency
    Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  





 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Appraisal Reduction
    Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 



    	Reports Available at sf.citidirect.com	Page 15 of 24	© Copyright 2018 Citigroup
	 	 	 



    	 



    




  



	 	 	 
	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	There is no historical Appraisal Reduction activity.
	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 








 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2018-B3
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	

                                                                               There
                                         is no historical Loan Modification activity.

	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 





 






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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates

    Series 2018-B3


    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2018-B3

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    	Reports Available at sf.citidirect.com	Page 20 of 24	© Copyright 2018 Citigroup
	 	 	 



    	 



    

 


	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2018-B3

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no unscheduled principal activity for the current distribution period.
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



    	Reports Available at sf.citidirect.com	Page 21 of 24	© Copyright 2018 Citigroup
	 	 	 



    	 



    

 


	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2018-B3

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penality	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical unscheduled principal activity.
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



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	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2018-B3

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at sf.citidirect.com	Page 23 of 24	© Copyright 2018 Citigroup
	 	 	 



    	 



    

 


	Distribution Date:	Benchmark 2018-B3 Commercial Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2018-B3

 Historical
    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 



    	Reports Available at sf.citidirect.com	Page 24 of 24	© Copyright 2018 Citigroup
	 	 	 



    	 



    


 










EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 Global 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” (as defined in Regulation S);


 


 



 


*     Select
appropriate depository.


 



    E-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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


 



 


**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    E-2 


     


    

 





EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 Global 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 and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 



    F-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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable,


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**   Select
(i) or (ii), as applicable.


 



    F-2 


     


    

 





EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 Global 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


 


 



 


*     Select
appropriate depository.


 



    G-1 


     


    

 


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 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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 



    G-2 


     


    

 





EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is an institution that 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.


 



    H-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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


		Dated: 	 	 






	 	By:	 
		 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 



    H-2 


     


    

 





EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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:


 


 



 


*     Select
appropriate depository.


 



    I-1 


     


    

 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


 



 


**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    I-2 


     


    

 





EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 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” (as defined in Regulation S);


 



    J-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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


 



 


*    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    J-2 


     


    

 





EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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.


 



    K-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, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 



    K-2 


     


    

 





EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


[Transferor]


[______]


[______]


Attention:  [______]


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the
                                         “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage
                                         Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
                                         Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC,
                                         as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee.



 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 




 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


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 “REMIC”) designated as the
“Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the


 



    L-1-1 


     


    

 


Certificates for which an election is to be or has been 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, a State or any political
subdivision of a State, any possession of the United States or any agency or instrumentality of any of the foregoing (other than
an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government,
International Organization or agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from
tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’
cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to the effect that any
transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms “United States”,
“State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code.


 


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. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who
is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity
treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is
permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which
income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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 U.S. Tax Person.


 



    L-1-2 


     


    

 


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 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 (as in effect for tax years beginning on or before December
31, 2017) 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 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 Treasury Regulations 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.


 



    L-1-3 


     


    

 


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 to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and
agreement or as to which the Purchaser 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.


 


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.


 


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 (a) to the designation of the Certificate Administrator as the attorney-in-fact and agent of the tax matters
person pursuant to Treasury Regulations Section 1.860F-4(d) and as the “partnership representative” within the meaning
of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section 4.04(a)
of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed to avoid (i) the application
of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on the holders of the Class R Certificates.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    L-1-4 


     


    

 





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:


 


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:	 
	 	 	 



 



    L-1-5 


     


    

 





EXHIBIT L-2A


 


FORM OF TRANSFEROR LETTER for
transfer of class r certificates


 


[Date]


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class R



 


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 April 1, 2018 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in clause (9) of such Transfer Affidavit and Agreement are false.


 


(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


 



    L-2A-1 


     


    

 


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:


 



    L-2A-2 


     


    

 





EXHIBIT L-2B


 


FORM OF TRANSFEROR LETTER FOR TRANSFER
OF NON-BOOK ENTRY CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


 


[Date]


 


Citibank, N.A.,

             as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__]



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[______]
aggregate [principal balance][notional amount]][[__]% Percentage Interest] of the Class [___] Certificates (the “Transferred
Certificate”) which are held in the form of [a beneficial interest in the [Rule 144A][Regulation S] Global Certificate][Non-Book
Entry Certificate] of such Class (CUSIP No. [______]). The Transferor has requested a transfer of such [beneficial interest][Non-Book
Entry Certificate] for a Non-Book Entry Certificate of such Class (CUSIP No. [______]). The Certificates, including the Transferred
Certificate, were issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described


 



    L-2B-1 


     


    

 


in clauses (a) through
(e) hereof) would constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the “Securities
Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the
Securities Act or any state securities laws.


 


	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    L-2B-2 


     


    

 





EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


	Citibank,
    N.A.,

                 as Certificate Registrar

    480 Washington Boulevard, 30th Floor

    Jersey City, New Jersey 07310

    Attention: Securities Window	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

        Telecopy
number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com

	 	 	 
	Citibank,
N.A.,

                     as
Certificate Administrator

        388
Greenwich Street

        New
York, New York 10013

        Attention: Global
        Transaction Services – Benchmark 2018-B3

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street

        New
York, New York 10013

        Attention:
Richard Simpson

        Telecopy
number: (646) 328-2943

        e-mail:
richard.simpson@citi.com

	 	 	 
	Wilmington
Trust, National Association,

                     as
Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2018-B3

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        e-mail:
ryan.m.oconnor@citi.com





 


[Transferor]


[______]


[______]


Attention:  [______]


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____%
Percentage Interest] of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3,
Class [_], CUSIP No. [____], in certificated fully registered form (such registered


 



    L-3-1 


     


    

 


interest, the “Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS
F-RR, class G-RR, class H-RR OR Class NR-RR Certificates: In connection with such
transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not and will not be an employee
benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or
collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101,
as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such Plan within
the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company, (2) the source of funds
used to acquire or hold the Certificate or an interest therein is an “insurance company general account,” as such term
is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined in Section 3(32) of ERISA)
or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf
of any such governmental plan or other plan or using the assets of such governmental plan or other plan to acquire the Certificate
unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in a non-exempt violation
of Similar Law.]


 


[FOR TRANSFERS OF CLASS
R or class s CERTIFICATES: In connection with such transfer, the Purchaser hereby
represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or other plan subject to
the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and
any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets
of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA
(including an insurance company that is using the assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of any such
Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to any federal,
state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions
of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or
other plan or using the assets of such governmental plan to acquire the Certificate.]


 



    L-3-2 


     


    

 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR TRANSFERS OF CLASS
S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an
“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, or an entity in which all of the equity owners qualify as “accredited investors” within the
meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 



    L-3-3 


     


    

 





IN WITNESS WHEREOF, the
Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    L-3-4 


     


    

 





EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


	Citibank,
N.A.,

                     as
Certificate Registrar

        480
Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

        Telecopy
number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com

	 	 	 
	Citibank,
N.A.,

                     as
Certificate Administrator

        388
Greenwich Street

        New
York, New York 10013

        Attention: Global
        Transaction Services – Benchmark 2018-B3

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street

        New
York, New York 10013

        Attention:
Richard Simpson

        Telecopy
number: (646) 328-2943

        e-mail:
richard.simpson@citi.com

	 	 	 
	Wilmington
Trust, National Association,

                     as
Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
CMBS Trustee – Benchmark 2018-B3
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        e-mail:
ryan.m.oconnor@citi.com





 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3, Class [__] (the “Class [__] Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, on behalf of the holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B3 (the “Certificates”), in connection with the transfer by [             ]
(the “Seller”) to the undersigned (the “Purchaser”) of a Class [__] Certificate [with a $______
aggregate [principal balance] [notional amount]] [representing a ___% Percentage Interest in the related Class], in certificated
fully registered form (such


 



    L-4-1 


     


    

 


registered interest, the “Transferred Certificate”). Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.         Check
one of the following:1


 


☐        The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an entity
meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”)), and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate,
and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment.
The Purchaser is acquiring the Transferred Certificate 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 exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust 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, and has completed one of the forms of certification to that effect attached hereto as
Annex 1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another
QIB. 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. The Purchaser hereby undertakes
to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


2.         The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF
ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (B) the receipt by the Certificate Registrar of
an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (C) 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 (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the


 


 



 


1
Any Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.


 



    L-4-2 


     


    

 


Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3.         The
Purchaser acknowledges that the Transferred 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 Transferred
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.


 


4.         The
Purchaser has reviewed the applicable Offering Circular dated March 23, 2018, relating to the Private Certificates (the “Offering
Circular”) 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 Offering Circular.


 


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 Non-Book Entry 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.


 


6.         The
Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, 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” 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 Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person, (ii)
two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form
W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state that
interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S.
trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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 Administrator 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 Administrator.


 


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in


 



    L-4-3 


     


    

 


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).


 


Please make all payments
due on the Transferred Certificates:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


		Account number:	 	 






 


		Institution:	 	 


 


(b)       by
mailing a check or draft to the following address:


 


		 	 	 
	 	 	 	 
	 	 	 	 


 


The Class [__] Certificates
registered in the name of the Purchaser should be delivered to a representative of:


 


		 	 	 
	 	 	 	 
	 	 	 	 


 


The mailing address of
the Purchaser is:


 


		 	 	 
	 	 	 	 
	 	 	 	 


 


 



 


**    Please
select (a) or (b).


 



    L-4-4 


     


    

 


	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 



    L-4-5 


     


    





 


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the
“Transferred Certificate”) as described in the Investment Representation Letter to which this certification
relates and to which this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________2
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Purchaser is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended.



 


		___	Bank.
                                         The Purchaser (a) is a national bank or a banking institution organized under the
                                         laws of any State, U.S. territory or the District of Columbia, the business of which
                                         is substantially confined to banking and is supervised by the State or territorial banking
                                         commission or similar official or is a foreign bank or equivalent institution, and (b) has
                                         an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
                                         statements, a copy of which is attached hereto, as of a date not more than 16 months
                                         preceding the date of sale of the Transferred Certificate in the case of a U.S. bank,
                                         and not more than 18 months preceding such date of sale for a foreign bank or equivalent
                                         institution.



 


		___	Savings
                                         and Loan. The Purchaser (a) is a savings and loan association, building and
                                         loan association, cooperative bank, homestead association or similar institution, which
                                         is supervised and examined by a State or Federal authority having supervision over any
                                         such institutions or is a foreign savings and loan association or equivalent institution
                                         and (b) has an 



 








 



2
Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer,
and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






    	Annex-1-1



     


    

 


	 	 	audited net worth of at least $25,000,000 as demonstrated in its
                                         latest annual financial statements, a copy of which is attached hereto, as of a date
                                         not more than 16 months preceding the date of sale of the Transferred Certificate in
                                         the case of a U.S. savings and loan association, and not more than 18 months preceding
                                         such date of sale for a foreign savings and loan association or equivalent institution.



 


		___	Broker-dealer.
                                         The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Purchaser is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Purchaser is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
                                         the Employee Retirement Income Security Act of 1974, as amended.



 


		___	Investment
                                         Advisor. The Purchaser is an investment advisor registered under the Investment Advisers
                                         Act of 1940, as amended.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it
                                         qualifies. Note that registered investment companies should complete Annex 2 rather
                                         than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 



  


3.             The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.


 






    	Annex-1-2



     


    

 


4.             For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.


 


5.             The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.





	 	____	____	 	 
	 	Yes	No	 	Will
the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account



 


6.             If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.             The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.             Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.  


	 	 	 	 	 	 	 	 
	 	Print Name of Purchaser
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	Date:	 	 	 





 






    	Annex-1-3



     


    

 


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers that are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which
this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned
and/or invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of
securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used,
unless the Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of
those securities has been published, in which case the securities of such entity were valued at market.


 


		____	The
                                         Purchaser owned and/or invested on a discretionary basis $___________________ in securities
                                         (other than the excluded securities referred to below) as of the end of the Purchaser’s
                                         most recent fiscal year (such amount being calculated in accordance with Rule 144A).



 


		____	The
                                         Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Purchaser’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


3.       The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 






    	Annex-2-1



     


    

 


4.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the
securities referred to in this paragraph were excluded.


 


5.       The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 





	 	____	____	 	 
	 	Yes	No	 	Will
the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account


  


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the
Purchaser through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


	 	 	 	 	 	 	 	 
	 	Print Name of Purchaser or Adviser
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	IF
AN ADVISER:
	 	 	 	 	 
	 	Print Name of Purchaser
	 	 	 	 	 
	 	Date:	 	 	 


 






    	Annex-2-2



     


    

 


EXHIBIT
L-5


 


FORM
OF TRANSFEREE Certificate for Transfer of rR INTEREST


 


[Date]


 


	Citibank,
        N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        

        Telecopy
number: (212) 723-8599 

        e-mail:
        paul.t.vanderslice@citi.com

        

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Telecopy
        number: (212) 723-8599

        

        e-mail:
        paul.t.vanderslice@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        e-mail:
        richard.simpson@citi.com

        

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        e-mail:
richard.simpson@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        e-mail:
ryan.m.oconnor@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        e-mail:
        ryan.m.oconnor@citi.com

        
	 	 



 

		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of April 1, 2018 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer and Special Servicer,
                                         Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee 



 






    	L-5-1



     


    

 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) Class
                                         E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates in the principal
                                         balances set forth below (collectively, the “Transferred Interest”):






	Class
    	

                                                                                 

                                                                                Principal Balance

	Class
    E-RR	$
	Class
    F-RR	$
	Class
    G-RR	$
	Class
    H-RR	$
	Class
    NR-RR	$



 

		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Transferred Interest, (a) all of the conditions of Parts I and
                                         III of PTCE 95-60 will be satisfied with respect to the acquisition of the Transferred
                                         Interest and (b) the acquisition of the Transferred Interest will be effected through
                                         Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities
                                         LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the RR Interest Transfer Restriction Period and that:


 


		A.	The
Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned
Affiliate”).



 


		B.	The
Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person that is not a Majority-Owned
Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 






    	L-5-2



     


    

 


		C.	The
Purchaser has executed and delivered a joinder agreement, dated as of the date of the transfer, substantially in the in the form
attached as Exhibit A to the TPP Risk Retention Agreement, dated as of March 23, 2018 (the “TPP Risk Retention Agreement”),
between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and KKR Real Estate Credit Opportunity Partners
Aggregator I L.P., pursuant to which the Purchaser has agreed to be bound by the terms of the TPP Risk Retention Agreement to
the same extent as if the Purchaser was the Transferor itself.



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.       The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Retention Agreement, dated as
of March 23, 2018 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
Citi Real Estate Funding Inc., and KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


B.       The
Purchaser has executed and delivered to the Retaining Sponsor a “Subsequent TPP Risk Retention Agreement” (as such
term is defined in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv)
of the TPP Risk Retention Agreement.


 


C.       The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all
the provisions, and has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.


 


☐       The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement or a
Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms of
any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable. Please
provide additional information in the space below to explain:





	 
	 
	 
	 
	 
	 
	 



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	L-5-3



     


    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[PURCHASER]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 





[CITI
REAL ESTATE FUNDING INC.]3





	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 





 





 



 


3
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party 


 






    	L-5-4



     


    

 


EXHIBIT
L-6


 


FORM
OF TRANSFEROR Certificate for Transfer of RR INTEREST


 


[Date]


 


	Citibank,
        N.A.,

        

        as
Certificate Registrar

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

        
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        

        Telecopy
        number: (212) 723-8599

        

        e-mail:
        paul.t.vanderslice@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Telecopy
        number: (212) 723-8599

        

        e-mail:
        paul.t.vanderslice@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        e-mail:
        richard.simpson@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        e-mail:
richard.simpson@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        e-mail:
        ryan.m.oconnor@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        e-mail:
        ryan.m.oconnor@citi.com

        
	 	 
	 	 	 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates in the principal
balances set forth below (collectively, the “Transferred Interest”):


 






    	L-6-1



     


    

 


	Class
    	

                                                                                 

                                                                                Principal Balance

	Class
    E-RR	$
	Class
    F-RR	$
	Class
    G-RR	$
	Class
    H-RR	$
	Class
    NR-RR	$


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. 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, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the RR Interest Transfer Restriction Period and that:



 


		A.	The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.



 


		B.	The
transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement, dated as of March 23, 2018 (the “TPP
Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and
KKR Real Estate Credit Opportunity Partners Aggregator I L.P., and all of the requirements set forth in Section 5 of the TPP Risk
Retention Agreement have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the RR Interest Transfer Restriction Period.



 






    	L-6-2



     


    

 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         on or after the fifth anniversary of the Closing Date and that:



 


		A.	The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement (the “TPP Risk Retention Agreement”),
dated as of March 23, 2018, between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and KKR Real
Estate Credit Opportunity Partners Aggregator I L.P, and all of the requirements set forth in Section 6 of the TPP Risk Retention
Agreement have been complied with through and including the date of the transfer.



 


		☐	The
Transferor is otherwise permitted to transfer the Transferred Interest under the terms of the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms
of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable. Please
provide additional information in the space below to explain:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


3.     The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling
and Servicing Agreement as Exhibit L-5. The Transferor does not have knowledge, after reasonable due diligence, that any
representation contained therein is false.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


	 	 	[TRANSFEROR]
	 	 	 
		By:	 
	 	 	Name:

Title:





 






    	L-6-3



     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 


	[APPLICABLE RETAINING PARTY]4	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 








 


	[CITI REAL ESTATE FUNDING INC.]5	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 





 





 



 


4
Signature of Retaining Party is required if the Retaining Party is different than the transferor


 


5
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 






    	L-6-4



     


    

 


EXHIBIT
M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE 

AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
        N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        

        Email:
ratingagencynotice@citi.com
	Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance  Manager

        

        (with
        a copy sent contemporaneously via

        

        email
        to cmbs.notices@parkbridgefinancial.com)

        

	 	 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2018 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative], and is neither the Controlling
Class Representative nor a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.6


 





 



 


6
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment
advisor or manager of the foregoing). 


 






    	M-1A-1



     


    

 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][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 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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


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.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.


 






    	M-1A-2



     


    

 





	 	 	 	 	 	 	 	 
	 	[[Investment
advisor or manager of a] [Certificateholder][Certificate Owner][Prospective Purchaser][Serviced Companion Loan Holder][Companion
Loan Holder Representative]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 






    	M-1A-3



     


    

 


EXHIBIT
M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING 

CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
        N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        

        Email:
        ratingagencynotice@citi.com

         
	Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance  Manager

        

        (with
        a copy sent contemporaneously via

        

        email
        to cmbs.notices@parkbridgefinancial.com)

        




 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2018 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


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 its holding or purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such


 






    	M-1B-1



     


    

 


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, 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, unless
required to do so by law.


 


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 shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and
Exhibit M-1G to the Agreement.





 


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 hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
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 agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       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 Agreement to each of the addressees 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 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 day and year written above.


 






    	M-1B-2



     


    







	 	 	 	 	 	 	 	 
	 	[The
Controlling Class Representative][a Controlling Class Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 


 






    	M-1B-3



     


    

 


EXHIBIT
M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING 

CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
        N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        

        Email:
        ratingagencynotice@citi.com

         
	Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance  Manager

        

        (with
        a copy sent contemporaneously via

        

        email
        to cmbs.notices@parkbridgefinancial.com)

        




 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2018 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 



 






    	M-1C-1



     


    

  


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website.


 


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 its holding or 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, 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, unless required to do so by law.


 


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, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans 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 Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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 hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
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.


 






    	M-1C-2



     


    

 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       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 Agreement to each of the addressees 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 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 day and year written above.





	 	 	 	 	 	 	 	 
	 	[The
Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 


 






    	M-1C-3



     


    

 


EXHIBIT
M-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE 

and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
        N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        

        Email:
        ratingagencynotice@citi.com

         
	Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance  Manager

        

        (with
        a copy sent contemporaneously via

        

        email
        to cmbs.notices@parkbridgefinancial.com)

        




 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2018 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 






    	M-1D-1



     


    

 


3.       The
undersigned has received a copy of the Prospectus.7


 


4.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


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.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


9.       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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 





 



 


7
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment
advisor or manager of the foregoing). 


 






    	M-1D-2



     


    

 


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 day and year written above.





	 	 	 	 	 	 	 	 	 
	 	[[Investment advisor or manager of a] [Certificateholder][Certificate Owner][Prospective Purchaser]] [Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 	
	 	 	By:	 	 	 
	 	 	 	 	 	 
	 	 	Name:	 	 	 
	 	 	 	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 	 
	 	 	Company: 	 	 
	 	 	 	 	 
	 	 	Phone: 	 	 	 


 






    	M-1D-3



     


    

 


EXHIBIT
M-1E


 


[RESERVED]


 






    	M-1E-1



     


    

 


EXHIBIT
M-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
        N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        

        Email:
        ratingagencynotice@citi.com

         
	Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance  Manager

        

        (with
        a copy sent contemporaneously via

        

        email
        to cmbs.notices@parkbridgefinancial.com)

        




 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE
Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3, REQUIRING ACTION
BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, 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 Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 






    	M-1F-1



     


    

 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.                 
As of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.                 
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G 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 related to the Excluded Controlling Class Mortgage Loans
and made available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor
Certification in accordance with Section 4.02(a) of the Agreement.


 


5.                 
The undersigned agrees to indemnify and hold harmless each party to the 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 Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


6.                 
The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to
have recertified that the representations and covenants contained herein remain true and correct.


 






    	M-1F-2



     


    

 


7.                 
Except with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website. 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 its holding or 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, 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, unless required to do so by law. 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.


 


8.                 
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 hereby agrees that it (i) will not directly or indirectly
provide such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party
or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any 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.


 


9.                 
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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, 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 day and year written above.


 






    	M-1F-3



     


    

 





	 	 	 	 	 	 	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:


 






    	M-1F-4



     


    

 



 


EXHIBIT M-1G


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO


CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Citibank, N.A. 

        388 Greenwich Street

        

        New York, New York 10013

        

        Attention:  Global Transaction
        Services – Benchmark 2018-B3

        

        Email: ratingagencynotice@citi.com

        

        
	 



 

		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3



 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”), between Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, 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 Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.       The
following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2018-B3 Commercial Mortgage Trust securitization should be revoked as to such users:


 






    M-1G-1 


     


    




	 	 	 
	 	 	 
	 	 	 
	 	 	 



  





4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage 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 Controlling Class Mortgage 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 M-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, 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 day and year written above.


 





	 	 	 	[Controlling
Class Representative]  [a Controlling Class Certificateholder]



	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:
	 	 	 	 	 	 
	Dated: 	 	 	 	 	 


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


The undersigned hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 





		
	CITIBANK, N.A.,
	
	Certificate Administrator

	 
	 	 
		
		
	Name:	
	Title:	


   




    M-1G-2 


     


    

 


EXHIBIT M-1H


 


Form
of Certification of the Controlling Class Representative


 


	
        Midland Loan Services, a Division of PNC Bank, National
Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division Head

         
	
        Wilmington Trust, National Association, as
        Trustee 

        1100 North Market Street

        

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2018-B3

        

        Email: cmbstrustee@wilmingtontrust.com

         

	
        Citibank, N.A. 

        388 Greenwich Street

        New York, New York 10013 

        Attention: Citibank Agency & Trust – Benchmark
2018-B3

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: Benchmark 2018-B3 – Surveillance  Manager

        (with a copy sent contemporaneously via

        email to cmbs.notices@parkbridgefinancial.com)

        



 





	 	Re:	Benchmark
        2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3




 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the
Pooling and Servicing Agreement) in accordance with the notice provisions of the


 



    M-1H-1 


     


    

 


Pooling and Servicing Agreement (a) by overnight
courier, (b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator
is specified in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


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 shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]


 





	 	 	 	[The
                    Controlling Class Representative]



	 	 	 
	 	By: 	 
	 	 	Title:
	 	 	Company:

	 	 	Phone:
	 	 	 

                           
	 	 


 



    M-1H-2 


     


    




 


EXHIBIT M-2A


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR

NON-BORROWER PARTY


 


[Date]


 


Citibank, N.A., 


as Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – Benchmark 2018-B3


 


	Attention:	Benchmark 2018-B3 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check one of the
following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of acting in such capacity.



 






    M-2A-1 


     


    



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition
of “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a
Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer
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.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above. 





 


	 	[Certificateholder] [Certificate
Owner]
	 	 	 
		By:	 



 


		Name:	 



 


		Title:	 



 


		Company:	 



 





		Phone:	 



 




    M-2A-2 


     


    

 


EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR


BORROWER PARTY


 


[Date]


 


Citibank, N.A., 


as Certificate Administrator


388 Greenwich Street


New York, New York 10013





Attention: Global Transaction Services – Benchmark 2018-B3


 





	Attention:		Benchmark
                           2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
	 






 


 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is [not] an Excluded Controlling Class Holder. [IF YES, PLEASE COMPLETE THE FOLLOWING: The undersigned is an Excluded
Controlling Class Holder with respect to the following Mortgage Loan(s):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 


 






    M-2B-1 


     


    




 


		5.	The undersigned is permitted and intends to exercise
Voting Rights under the Agreement and certifies that (please check all that apply):



 


		___	Such exercise of Voting Rights does not involve giving any consent, approval or waiver or taking
any other action with respect to any Mortgage Loan as to which the undersigned is a Borrower Party.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a
Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of acting in such capacity.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition
of “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.



 


		6.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer 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.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.


 





	 	


[Certificateholder] [Certificate
Owner]


	 	 	 
		By:	 


 






    M-2B-2 


     


    

 





		Name:	 



 


		Title:	 



 


		Company:	 



 





		Phone:	 



 




    M-2B-3 


     


    

 


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION


 


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 Vendor Provider not listed herein and would like access to the information, please contact
[the Certificate Administrator’s customer service desk at [1-888-855-9695]]


 


In connection with
the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc.,
CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT or a market data provider that has been given access
to the Distribution Date Statements, CREFC reports and supplemental notices on https://sf.citidirect.com (“CitiDirect”)
by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses CitiDirect, 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 CitiDirect 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, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated
as of April 1, 2018, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee.


 






    M-3-1


     


    

 





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.


 





	 	


[                ]


	 	 	 
		By:	 


 











		Name:	 



 


		Title:	 



 


		Company:	 



 





		Phone:	 



 




    M-3-2


     


    

 


EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


	
        Midland Loan Services, a Division of PNC Bank, National Association

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

         
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 

        Telecopy number: (212) 723-8599

        

        e-mail: paul.t.vanderslice@citi.com

	 	 	 
	
        Wilmington Trust, National Association, as
        Trustee 

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee – Benchmark 2018-B3

        

        Email:

        cmbstrustee@wilmingtontrust.com 
	 	
        Citigroup Commercial Mortgage Securities Inc.

        

        390 Greenwich Street

        

        New York, New York 10013

        

        Attention: Richard Simpson

        

        Telecopy number: (646) 328-2943

        

        e-mail: richard.simpson@citi.com 

	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor

        

        Telecopy number: (646) 862-8988

        

        e-mail: ryan.m.oconnor@citi.com 
	 	 


 





	 	Re:	Benchmark
                           2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3



 


Ladies and Gentlemen:


 


In
connection with the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
(the “Certificates”), we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer and Special Servicer (and may have been previously furnished) with certain information
(the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative”
of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to
any individual, group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the [Directing
Holder][Serviced Companion Loan Holder] with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME
OF SERVICED LOAN COMBINATION] Loan


 



    M-4-1 


     


    

 


Combination] and will not disclose such Information to any Person other than (i) our Representatives, (ii) our
auditors and regulators and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN]
Companion Loan] held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation
in connection with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such
Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information
confidential)), (iv) our accountants and attorneys, and (v) 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 Master Servicer or the Special Servicer, as
applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole
or in part, unless required to do so by law.


 


The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer 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.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by
you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of April
1, 2018, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.


 








	 	


Very truly yours,


	 	 
	 	[NAME OF ENTITY]
	 	 	 
		By:	 


 











		Name:	 



 


		Title:	 



 


		Company:	 



 





		Phone:	 



 






    M-4-2 


     


    

 


		cc:	Citigroup Commercial Mortgage Securities Inc.

[Trustee]



 




    M-4-3 


     


    

 


EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


Citibank, N.A., 


as Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – Benchmark 2018-B3


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3



 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining
certain information pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, with respect to the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B3 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned,
a nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


 


(a)       has
provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


(b)       is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except to the extent such information has been made available to the general public), and such Information will not,
without the prior written consent of 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.


 






    M-5-1 


     


    

 


2.       The undersigned
agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the
representations herein contained remain true and correct.


 


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 day and year first written above.


 





	 	 Very truly yours,

	 	 
	 	[NRSRO Name]


	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	Dated:	 


 






    M-5-2 


     


    
 




EXHIBIT N


 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser] 


[The related Serviced Companion Loan Holder (upon request,
in the case of a Serviced Loan Combination)]





		Re:	Pooling and Servicing Agreement (“Pooling and Servicing
                                         Agreement”) relating to Benchmark 2018-B3 Commercial Mortgage Trust, Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-B3 



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the undersigned has been notified
of any related modification), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of
“Mortgage File” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and
Servicing Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents);
(iii) all documents received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned and (A)
appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by
the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as
to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the
information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition
of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 






    N-1 


     


    

 


The scope of the Custodian’s review
of the Mortgage Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular
on their face and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement.
The Custodian’s review of the Mortgage Files and any certification with respect thereto is not intended to and shall not
be deemed to constitute “due diligence services” or a “third party due diligence report” as such terms
are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification
or a copy thereof by its receipt thereof is deemed to agree that it shall not share such certification with any rating agency or
any party not addressed on such certification.


 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.








	 	 	 
	 	Citibank, N.A.,
as Custodian

	 	 	 
	 	By:	 
	 	 	Name:
Title:





 




    N-2 


     


    

 


SCHEDULE OF EXCEPTIONS


 


[               ]


 




    N-3 


     


    


EXHIBIT
O


 


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 O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer and Special
Servicer below shall include any Sub-Servicer engaged by the Master Servicer or Special Servicer, as applicable.


 


	 	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.	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.	Master
                                         Servicer

                                         Special Servicer

        Certificate
        Administrator

	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 (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	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.	Master
                                         Servicer

                                         Special Servicer

        Certificate
        Administrator

	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

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance
    during the applicable calendar year)
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 



    O-1


     


    

 


	 	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	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 (excluding clauses (C) and (D) in the case of the Operating Advisor)
	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 Reporting 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.	Master
    Servicer

    Special Servicer

    Custodian
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    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
    Master Servicer’s records regarding the mortgage loans agree with the Master 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



 



    O-2


     


    

 


	 	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	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
	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


 



    O-3


     


    

 


EXHIBIT
P


 


[Reserved]


 



    P-1


     


    

 


EXHIBIT
Q


 


RETAINED
DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE LOANS


 


	Loan
    Number	Mortgage
    Loan / Property Name	Mortgage
    Loan Seller
	3	The
    SoCal Portfolio	CREFI
	8	CrossPoint	GACC
	13	NJ
    Distribution Portfolio	CREFI
	19	Dellagio
    Town Center	CREFI
	21	HIP
    Brooklyn	GACC
	22	Oak
    Portfolio	CREFI
	23	Asheville
    Marketplace	CREFI
	24	Village
    on the Park Southgate	CREFI
	27	Residence
    Inn Sacramento Airport Natomas	CREFI
	36	Courtyard
    Marriott Indianapolis Northwest	CREFI
	37	1101-1109
    West Randolph Street	CREFI
	38	Sherman
    Plaza Fee	CREFI
	39	Village
    Park Storage Depot	CREFI
	41	Pecan
    Ridge	CREFI
	42	CVS
    Lawton	CREFI
	44	Centro
    Retail Condo	CREFI
	45	PNC
    Chicago Fee	CREFI


 



    Q-1


     


    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: Report will be delivered annually (pursuant to Section 3.29(d) of the Pooling and Servicing Agreement) no later than
[INSERT DATE]. 


Transaction:
Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3 


Operating
Advisor: [                    ] 


Special
Servicer: [                    ] 


Directing
Holder: [                    ]


 


I.                    Population
of Mortgage Loans that Were Considered in Compiling This Report


 


A.
        [  ] Serviced Loans were Specially Serviced Loans during the prior calendar
year [INSERT YEAR].


 


(a)           [  ]
of those Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(b)           [[
] of those Specially Serviced Loans were transferred to special servicing in the year before the prior calendar year [INSERT YEAR].]


 


(c)           [[
] of those Specially Serviced Loans were transferred to special servicing 2 or more calendar years ago.]


 


(d)           [  ]
of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(e)           [  ]
of such Specially Serviced Loans had Final Asset Status Reports. The Final Asset Status Reports may not yet be fully implemented.


 


(f)            With
respect to [ ] of such Specially Serviced Loans, the Operating Advisor has determined that the Special Servicer has not delivered
a Final Asset Status Report in accordance with the Pooling and Servicing Agreement for a period of at least 180 consecutive days,
any portion of which occurred during the prior calendar year [INSERT YEAR].


 





 



 


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 compliance with the
terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 



    R-1


     


    

 


B.       An
Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist during any portion] of the prior calendar
year [INSERT YEAR].


 


C.       [  ]
Performing Serviced Loans were, during the prior calendar year [INSERT YEAR], the subject of a Major Decision as to which the
Operating Advisor has consultation rights pursuant to Section 3.29(f) of the Pooling and Servicing Agreement.


 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, as well as the items listed below, the Operating Advisor has undertaken a review of the Special Servicer’s actions
and decisions in respect of (A) Specially Serviced Loans and, (B) solely in connection with Major Decisions as to which the Operating
Advisor has consultation rights following an Operating Advisor Consultation Trigger Event, Performing Serviced Loans, in each
case in light of (1) the Servicing Standard and (2) the requirements of the Pooling and Servicing Agreement. Based on such review,
the Operating Advisor [believes / does not believe], in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under
the Pooling and Servicing Agreement. [IDENTIFY ANY MATERIAL DEVIATIONS FROM (I) THE SERVICING STANDARD OR (II) THE SPECIAL SERVICER’S
OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT] 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:


 


Reviewed
(A) any annual compliance statement, assessment of compliance and/or attestation report delivered to, or made available to, the
Operating Advisor pursuant to the Pooling and Servicing Agreement with respect to the Special Servicer, and (B) any (1) Final
Asset Status Reports, (2) during the existence of an Operating Advisor Consultation Trigger Event, other Asset Status Reports,
(3) net present value calculations, (4) Appraisal Reduction Amount calculations and Collateral Deficiency Amount calculations,
(5) Major Decision Reporting Packages, and (6) [LIST OTHER REVIEWED INFORMATION] for the following [  ] Serviced Loans,
in each case, to the extent prepared by the Special Servicer and delivered, or otherwise made available on the Certificate Administrator’s
Website, to the Operating Advisor pursuant to the Pooling and Servicing Agreement: [LIST APPLICABLE MORTGAGE LOANS]


 


		III.	Specific
Items of Review



 


1.       The
Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 



    R-2


     


    

 


2.       During
the prior year, if an Operating Advisor Consultation Trigger Event existed, the Operating Advisor consulted with the Special Servicer
regarding its Major Decisions related to the following Serviced 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 recommendations made by the Operating Advisor. Such recommendations
generally included the following: [LIST].


 


3.       Appraisal
Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value calculations:


 


(a)      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 (i) any Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (iii) net present value calculations
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of a Specially Serviced Loan prior to the utilization by the Special Servicer.


 


(b)      The
Operating Advisor [agreed/did 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.


 


(c)      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.


 


4.       The
following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.       In
addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL
ITEMS].


 


IV.               Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.       In
accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan.
The Operating Advisor does not have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and
Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering
the relevant information to generate this report.


 



    R-3


     


    

 


2.       The
Special Servicer has the legal authority and responsibility to service the Specially Serviced 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 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.       The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If
investors have questions regarding this report, they should address such questions to the Certificate Administrator through the
Certificate Administrator’s Website.


 


5.       
The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent
upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness
of such information.


 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 


	[               ]	 	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 




 



    R-4


     


    

 


EXHIBIT
S


 


SUBSERVICING AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name
	Cross
    Creek Apartments	Bellwether
    Enterprise Real Estate Capital, LLC
	Greystone
    Park and The Meridian at Deerwood Park	Berkadia
    Commercial Mortgage LLC
	Mesquite
    Terraces	Berkadia
    Commercial Mortgage LLC
	Village
    on the Park Southgate	Berkadia
    Commercial Mortgage LLC
	Sherman
    Plaza Fee	Berkadia
    Commercial Mortgage LLC
	Pecan
    Ridge	Berkadia
    Commercial Mortgage LLC
	CrossPoint	Berkeley
    Point Capital LLC
	Residence
    Inn Pasadena	Holliday
    Fenoglio Fowler, L.P.
	Centro
    Retail Condo	Holliday
    Fenoglio Fowler, L.P.
	Chicago
    Infill Industrial Portfolio	Holliday
    Fenoglio Fowler, L.P.
	Atrium
    Center	Holliday
    Fenoglio Fowler, L.P.
	Wade
    Green Crossing	Holliday
    Fenoglio Fowler, L.P.
	Bay
    Tech North	Holliday
    Fenoglio Fowler, L.P.
	One
    Mill Run	Hunt
    Servicing Company, LLC
	Asheville
    Marketplace	NorthMarq
    Capital, LLC
	Lakeridge
    Pointe	Preferred
    Capital Advisors


 



    S-1


     


    

 


EXHIBIT
T


 


FORM
OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wilmington
Trust, National Association, as Trustee


1100 North
Market Street


Wilmington,
Delaware 19890


Attention:
CMBS Trustee – Benchmark 2018-B3


 


Citibank,
N.A., as Certificate Administrator


388 Greenwich
Street


New York,
New York 10013


Attention: Global
Transaction Services – Benchmark 2018-B3


 


Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust,
	 	 	Commercial
                              Mortgage Pass-Through Certificates, Series 2018-B3



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, on behalf of the holders of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B3 (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 operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT
PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH
IT SO ACTS]], conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our determination, in our
sole discretion exercised in good faith, that (1) [________], in its current capacity as Special Servicer [with respect to [IF
SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS
FOR WHICH IT SO ACTS]], has failed to comply with the Servicing


 



    T-1


     


    

 


Standard
and (2) a replacement of the Special Servicer would be in the best interest of the Certificateholders (as a collective whole).
The following factors support our determination: [________].


 


Based
upon such determination, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


 





	 	Very truly yours,	 
	 	 	 	 
	 	 
	 	 	[The Operating Advisor]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Dated:




 



    T-2


     


    

 


EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, 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 actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative
obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer 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 written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this Benchmark 2018-B3 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 other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
        1: Distribution and Pool Performance Information

         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement
	Certificate
        Administrator

        Depositor

        Master
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        Special
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

        Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to




 



    U-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	 	itself)
	Item
        1A: Asset-Level Information

        disclosure
        per Items 1111(h) and 1125 of Regulation AB
	Master
    Servicer1
	Item
        1B: Asset Representations Reviewer and Investor Communication
	Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB)

                                                                                                                          

        Certificate
        Administrator (with respect to Item 1121(e) of Regulation AB )

         

	Item
        2: Legal Proceedings

                                                                                                                                                        

        per
        Item 1117 of Regulation AB
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in
    the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each
    Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan
    Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such
    Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	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 Holders2	Certificate
        Administrator

        Trustee

	Item
    6:  Significant Obligors of Pool Assets	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
        Servicer (as to Specially Serviced Loans and REO Properties)

	Item
    7: Change in Sponsor Interest in the Securities	Each
    Mortgage Loan Seller as to itself and its affiliates



 


 



 


1 For
the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any Additional
Form 10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement.


2
No disclosure is required for so long as Item 5 of Form
10-D requires the inclusion of information related to mine safety disclosures.


 



    U-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	Item
    8:  Significant Enhancement Provider Information	Depositor
	Item
        9: Other Information

                                                                                                                                                        

        (i)
        Balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
        Proceeds Reserve Account, the Exchangeable Distribution Account, Collection Account, any Loan Combination Custodial Account
        and each REO Account as of the related Distribution Date and the preceding Distribution Date; and

         

        (ii)
        information other than those specified in clause (i) above, but only to the extent of any information that meets all the
        following conditions: (a) such information constitutes “Form 8-K Disclosure” pursuant to Exhibit Z, (b) such
        information is required to be reported as “Form 8-K Disclosure” during the period to which the Form 10-D relates,
        and (c) such information was not previously reported as “Form 8-K Disclosure”.
	Any
        party responsible for disclosure items on Form 8-K to the extent of such items

                                                                                                                          

        Certificate
        Administrator (with respect to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest
        Distribution Account, Excess Liquidation Proceeds Reserve Account and the Exchangeable Distribution Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Master
        Servicer (with respect to the balances of the Collection Account and any Loan Combination Custodial 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)

	Item
    10:  Exhibits	Certificate
                                         Administrator

        Depositor



 



    U-3


     


    

 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, 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 actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation
AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement
to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer 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 written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus.
For this Benchmark 2018-B3 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 other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
        1B: Unresolved Staff Comments
	Depositor
	Item
    9B:  Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15:  Exhibits, Financial Statement Schedules	Certificate
        Administrator

        Depositor

	Additional
        Item:

         

        Disclosure
        per Item 1117 of Regulation AB
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to
    the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling
    such 



 



    V-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible 
	 	litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect
    to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with
    or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Additional
        Item:

        Disclosure
        per Item 1119 of Regulation AB
	(i)
        All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a)
        affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
        Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer,
        only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee,
        the Certificate Administrator, the Master

        Servicer
        or a sub-servicer described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation
        AB Item 1110 originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB
        Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan
        Seller contracts, (iii) the Depositor as to the enhancement or support provider

	Additional
        Item:

        Disclosure
        per Item 1112(b) of Regulation AB
	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
        Servicer (as to REO Properties)

	Additional
        Item:

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB
	Depositor


 



    V-2


     


    

 


EXHIBIT
W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [ 212-816-5527] AND VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL
ADDRESSES IMMEDIATELY BELOW**


 


	Citibank,
        N.A.,

        as Certificate Administrator

        388
        Greenwich Street

        New
        York, New York 10013

        Attention: Global
        Transaction Services – Benchmark 2018-B3

        Email:
        ratingagencynotice@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Telecopy
        number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com

	 	 	 
	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy
        number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com



 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [  ] of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, 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:


 



    W-1-1


     


    

 


Any
inquiries related to this notification should be directed to [                        ],
phone number: [          ]; email address: [                       ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    W-1-2


     


    

 



EXHIBIT
W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank,
N.A.,

as Certificate Administrator


388 Greenwich
Street


New York,
New York 10013


Attention: Global
Transaction Services – Benchmark 2018-B3


 


RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


In
accordance with Section 10.04 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, 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 securitization accounts balance information:


	Account
    Name	Beginning
        Balance as of 

        MM/DD/YYYY
	Ending
        Balance as of 

        MM/DD/YYYY

	Collection
    Account	 	 
	Loan
        Combination Custodial Account(s) :

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination
	 	 
	REO
    Account(s)	 	 


 



    W-2-1


     


    

 


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:




 



    W-2-2


     


    

 



 


EXHIBIT
W-3


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


 


Citibank,
N.A.,

as Certificate Administrator 


388
Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – Benchmark 2018-B3


 


Ref:
Benchmark 2018-B3, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 10.04(c) 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	Benchmark
    2018-B3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark
    2018-B3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark
    2018-B3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 




    W-3-1 


    


    

 


EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


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 Benchmark 2018-B3 Commercial
                                         Mortgage Trust (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 statement(s) required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports,
                                         the servicers have fulfilled their obligations under the servicing agreement(s) 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.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside
Special Servicer]


 


Date: _________________________


 





 



[Signature]

[Title]


 




    X-1 


    


    

 





EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer and special servicer, Park Bridge Lender Services LLC, as operating
                                         advisor and asset representations reviewer, Citibank, N.A., as certificate administrator
                                         (in such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee.



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


1.          
I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required
to be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic
Reports”);


 


2.          
Based on my knowledge, the distribution information in Exchange Act Periodic Reports, 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 that report on Form
10-K;


 


3.          
Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate
Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in
such reports; and


 


4.          
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate
Administrator in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material
instances of noncompliance with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 






    Y-1-1 


    


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties]. 


 


Date: _________________________


 


[                            ]


 


	By:	 	
	 	[Name]	 



 




    Y-1-2 


    


    

 


EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A.,
                                         as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         relating to the Trust delivered by the Master Servicer to the Certificate Administrator
                                         covering the fiscal year 20__;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information in these reports, 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 these servicing reports;



 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator
                                         by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing
                                         reports delivered by the Master Servicer to the Certificate Administrator;



 






    Y-2-1 


    


    

 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the compliance review conducted in preparing the servicer compliance
                                         statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
                                         to the Master Servicer, and except as disclosed in such compliance statement delivered
                                         by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses
1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of
such certification.


 


Date: _________________________


 


[                                ]


 





	By:	 	
	[Name]	 


 





 




    Y-2-2 


    


    

 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A.,
                                         as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered
by the Special Servicer to the Master Servicer covering the fiscal year 20__, 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 these servicing reports;


 


2.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer
under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included
in the servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.     
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer,
and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and
Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects in the year to which such review applies; and


 






    Y-3-1 


    


    

 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


Date: _________________________


 


[                         ]


 





	By:	 	
	[Name]	 
	[Title]	 


 




    Y-3-2 


    


    

 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and asset representations reviewer, Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee



 


I,
[identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20__, 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 these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor
under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator
is included in the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing


 






    Y-4-1 


    


    

 


criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 


Date: _________________________


 


[                       ]


 





	By:	 	
	[Name]	 
	[Title]	 


 




    Y-4-2 


    


    

 


EXHIBIT
Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and asset representations reviewer, Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”) and custodian (in
                                         such capacity, the “Custodian”), and Wilmington Trust, National Association,
                                         as trustee (in such capacity, the “Trustee”)



 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Custodian covering the fiscal year 20__, 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 these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under
the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is
included in the reports delivered by the Custodian to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under
the Pooling and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided
to the Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects in the year to which such review applies; and


 






    Y-5-1 


    


    

 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                       ]


 





	By:	 	
	[Name]	 
	[Title]	 


 




    Y-5-2 


    


    

 


EXHIBIT
Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2018-B3 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and asset representations reviewer, Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee (in such capacity, the “Trustee”) 



 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Trustee covering the fiscal year 20__, 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 these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the
Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included
in the reports delivered by the Trustee to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the
Pooling and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to
the Certificate Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects in the year to which such review applies; and


 






    Y-6-1 


    


    

 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                        ]


 





	By:	 	
	[Name]	 
	[Title]	 


 




    Y-6-2 


    


    

 


EXHIBIT
Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2018-B3 (the “Certificates”), issued
                                         pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor and asset representations reviewer (in such capacity,
                                         the “Asset Representations Reviewer”), Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)
                                         



 


I,
[identify the certifying individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage
Securities Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating
to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement), that:


 


1.     
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”),
all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in the Reports;


 


2.     
Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, 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.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing


 






    Y-7-1 


    


    

 


Agreement and based upon my knowledge the Asset Representations Reviewer has, except
as described in any information provided to the Certificate Administrator by the Asset Representations Reviewer covering the fiscal
year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which
such review applies; and


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 


Date: _________________________


 


[                          ]


 





	By:	 	
	[Name]	 
	[Title]	 


 




    Y-7-2 


    


    

 


EXHIBT
Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


		Re:	Benchmark
2018-B3 Commercial Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2018-B3
(the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2018 (the
“Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”)
and special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer, Citibank, N.A., as
certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National
Association, as trustee (in such capacity, the “Trustee”)



  


and


 


Sub-servicing agreement, dated as of [______], 2018 (the “Sub-Servicing Agreement”)
                                         between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”), 


 


I,
[identify the certifying individual], a [title] of [SUB-SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         submitted by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator
                                         pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”)
                                         for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect
                                         to the Trust covering the fiscal year 20__ ;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information in the Sub-Servicer Reports, 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 Sub-Servicer Reports;



 






    Y-8-1 


    


    

 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information required to be provided in the Sub-Servicer Reports to the Master Servicer
                                         and/or the Certificate Administrator by the Sub-Servicer under the Sub-Servicing Agreement
                                         is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer
                                         and/or the Certificate Administrator;



 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
                                         and except as disclosed in such compliance statement delivered by the Sub-Servicer under
                                         Section 10.08 of the Pooling and Servicing Agreement, the Sub-Servicer has fulfilled
                                         its obligations under the Sub-Servicing Agreement in all material respects in the year
                                         to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Date: _________________________


 


[                         ]


 





	By:	 	
	[Name]	 


 




    Y-8-2 


    


    

 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION 


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, 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 actual knowledge (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
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 written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus. For this Benchmark 2018-B3 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 other than a party identified as such in the Prospectus. 


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer, and the Trustee, only as to
agreements it is a party to or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which the Depositor
(and no other party to the Pooling and Servicing Agreement) is a party) 

        Depositor 

	Item
    1.02- Termination of a Material Definitive Agreement	Master
Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements
it is a party to or entered into on behalf of the Trust) 

        Certificate
Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
is a party) 




 






    Z-1 


    


    

 


	Item
    on Form 8-K	Party
    Responsible 
	 	Depositor
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	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 of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07:  Submission of Matters to a Vote of Security Holders	Certificate
Administrator 

        Trustee 

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
Servicer (as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it) 

        Trustee

Certificate Administrator

Depositor 

	Item
    6.03- Change in Credit Enhancement or Other 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 – Financial Statements and Exhibits	Depositor


 




    Z-2 


    


    

 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER 


 


RECORDING
REQUESTED BY: 


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: (888) 706-3565


 





 






 SPACE
ABOVE THIS LINE FOR RECORDER’S USE 


  


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) for Benchmark 2018-B3 Commercial Mortgage Trust pursuant to that Pooling and Servicing
Agreement, dated as of April 1, 2018 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Park
Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator,
and Wilmington Trust, National Association, as trustee, hereby constitutes and appoints Midland Loan Services, a Division of PNC
Bank, National Association (the “Servicer”), by and through the 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”) serviced by the Servicer and all properties (“Properties”)
administered by the 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
(13) below with respect to the Mortgage Loans and 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.






 


		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 such 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 said modification
                                         or re-recording, in either instance, (i) does not adversely affect 



 






    AA-1-1 


    


    

 





		 	the
lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or 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 of 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 and transfers of interest in borrower entities.



 


		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 sale or 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, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, 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, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, 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 such deed
                                         of trust;



 


		b.	the preparation
                                         and issuance of statements of breach or non-performance;



 






    AA-1-2 


    


    

 


		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;



 


		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;






 


		i.	the creation
                                         of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and






 


		j.	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.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.






 



    AA-1-3 


    


    




 


		13.	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;






 


		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
                                         managers), documents exercising any or all of the rights, powers and privileges granted
                                         or provided to the holder of any Mortgage Loan under the related loan documents, lease
                                         subordination agreements, non-disturbance and attornment agreements or other leasing
                                         or rental arrangements, managing agreements, 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 and any other consents; and






 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Master Servicer’s duties and responsibilities under the Agreement.






 


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 [EXECUTION DATE OF POA]. 


 


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. 


 






    AA-1-4 


    


    

 


Solely
to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, 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 Servicer’s attorneys-in-fact shall have no greater authority than
that held by the 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 Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the 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 Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement. 


 


The
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 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. 


 


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, Wilmington Trust, National Association, as Trustee for Benchmark 2018-B3 Commercial Mortgage Trust 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 ____________.


 






    AA-1-5 


    


    




 





	 	Wilmington Trust, National Association,
	 	as Trustee for Benchmark 2018-B3 Commercial Mortgage Trust 2018-B3
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 






 


Witness:


 





 









 


Witness:


 





 






 


 


Prepared
by:


 





 






Name: 


Title:


 





	Address:	Wilmington Trust, National
    Association
 1100 North Market Street
 Wilmington,
    Delaware 19890





 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.






 


STATE
OF DELAWARE 


COUNTY
OF NEW CASTLE 


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________, who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 






    AA-1-6 


    


    




 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.  


 


WITNESS
my hand and official seal. 


(SEAL)


 





	 	Signature
of Notary Public



 




    AA-1-7 


    


    

 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER 


 


 


RECORDING
REQUESTED BY: 


 


Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin Street 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: (888) 706-3565


 





 









SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of April 1, 2018 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer and special servicer (the “Servicer”), Park
Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator,
and Wilmington Trust, National Association, as trustee, relating to the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B3, hereby constitutes and appoints the Servicer, by and through the 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”) serviced by the Servicer and all properties
(“REO Properties”) administered by the 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 (13) below with respect to the Mortgage Loans and REO 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 to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage 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 






 






    AA-2-1 


    


    

 





		 	said
modification or re-recording, in either instance, (i) 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.


 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or 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 of 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 and transfers of interest in borrower entities.



 


		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 sale or 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, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, 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, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, 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;



 






    AA-2-2 


    


    




 


		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;



 


		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;






 


		i.	the creation
                                         of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and






 


		j.	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.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 






    AA-2-3 


    


    




 


		13.	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;






 


		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, REO 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 managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, managing agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


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 [EXECUTION DATE OF POA]. 


 






    AA-2-4 


    


    

 


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 Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, 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 Servicer’s attorneys-in-fact shall have no greater authority than
that held by the 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 Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the 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 Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, Deeds of Trust or Mortgage Notes not authorized by the Agreement. 


 


The
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 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. 


 


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, Wilmington Trust, National Association, as Trustee for Benchmark 2018-B3 Commercial Mortgage Trust 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 ____________.


 






    AA-2-5 


    


    




 


 


	 	Wilmington
Trust, National Association,
	 	as
Trustee for Benchmark 2018-B3 Commercial Mortgage Trust
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 





 


Witness:


 





 






 


Witness:


  





 






 


Prepared
by:


 





 









Name: 


Title:


 





	Address:	Wilmington Trust, National
    Association 

    1100 North Market Street

    Wilmington, Delaware 19890






 




    AA-2-6 


    


    

 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE
OF DELAWARE 


COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 


 


WITNESS
my hand and official seal. 


(SEAL)


 


	 	Signature
of Notary Public


 




    AA-2-7 


    


    





 


EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution
    Date	 	Balance	 	Distribution
    Date	 	Balance
	4/10/2018	 	 	$46,000,000.00	 	 	3/10/2023	 	 	$46,000,000.00
	5/10/2018	 	 	$46,000,000.00	 	 	4/10/2023	 	 	$45,959,512.67
	6/10/2018	 	 	$46,000,000.00	 	 	5/10/2023	 	 	$45,162,289.46
	7/10/2018	 	 	$46,000,000.00	 	 	6/10/2023	 	 	$44,426,137.87
	8/10/2018	 	 	$46,000,000.00	 	 	7/10/2023	 	 	$43,622,805.01
	9/10/2018	 	 	$46,000,000.00	 	 	8/10/2023	 	 	$42,880,314.81
	10/10/2018	 	 	$46,000,000.00	 	 	9/10/2023	 	 	$42,134,769.27
	11/10/2018	 	 	$46,000,000.00	 	 	10/10/2023	 	 	$41,322,307.85
	12/10/2018	 	 	$46,000,000.00	 	 	11/10/2023	 	 	$40,570,347.03
	1/10/2019	 	 	$46,000,000.00	 	 	12/10/2023	 	 	$39,751,651.57
	2/10/2019	 	 	$46,000,000.00	 	 	1/10/2024	 	 	$38,993,223.08
	3/10/2019	 	 	$46,000,000.00	 	 	2/10/2024	 	 	$38,231,673.26
	4/10/2019	 	 	$46,000,000.00	 	 	3/10/2024	 	 	$37,340,330.24
	5/10/2019	 	 	$46,000,000.00	 	 	4/10/2024	 	 	$36,571,970.02
	6/10/2019	 	 	$46,000,000.00	 	 	5/10/2024	 	 	$35,737,338.46
	7/10/2019	 	 	$46,000,000.00	 	 	6/10/2024	 	 	$34,962,376.66
	8/10/2019	 	 	$46,000,000.00	 	 	7/10/2024	 	 	$34,121,330.02
	9/10/2019	 	 	$46,000,000.00	 	 	8/10/2024	 	 	$33,339,712.75
	10/10/2019	 	 	$46,000,000.00	 	 	9/10/2024	 	 	$32,554,878.10
	11/10/2019	 	 	$46,000,000.00	 	 	10/10/2024	 	 	$31,704,237.53
	12/10/2019	 	 	$46,000,000.00	 	 	11/10/2024	 	 	$30,912,666.80
	1/10/2020	 	 	$46,000,000.00	 	 	12/10/2024	 	 	$30,055,480.42
	2/10/2020	 	 	$46,000,000.00	 	 	1/10/2025	 	 	$29,257,118.59
	3/10/2020	 	 	$46,000,000.00	 	 	2/10/2025	 	 	$28,459,857.82
	4/10/2020	 	 	$46,000,000.00	 	 	3/10/2025	 	 	$27,480,531.37
	5/10/2020	 	 	$46,000,000.00	 	 	4/10/2025	 	 	$26,680,367.51
	6/10/2020	 	 	$46,000,000.00	 	 	5/10/2025	 	 	$25,816,082.38
	7/10/2020	 	 	$46,000,000.00	 	 	6/10/2025	 	 	$25,009,069.65
	8/10/2020	 	 	$46,000,000.00	 	 	7/10/2025	 	 	$24,138,129.16
	9/10/2020	 	 	$46,000,000.00	 	 	8/10/2025	 	 	$23,324,211.69
	10/10/2020	 	 	$46,000,000.00	 	 	9/10/2025	 	 	$22,506,946.54
	11/10/2020	 	 	$46,000,000.00	 	 	10/10/2025	 	 	$21,626,043.32
	12/10/2020	 	 	$46,000,000.00	 	 	11/10/2025	 	 	$20,801,789.80
	1/10/2021	 	 	$46,000,000.00	 	 	12/10/2025	 	 	$19,914,095.65
	2/10/2021	 	 	$46,000,000.00	 	 	1/10/2026	 	 	$19,082,796.74
	3/10/2021	 	 	$46,000,000.00	 	 	2/10/2026	 	 	$18,248,078.25
	4/10/2021	 	 	$46,000,000.00	 	 	3/10/2026	 	 	$17,230,792.34
	5/10/2021	 	 	$46,000,000.00	 	 	4/10/2026	 	 	$16,388,444.86
	6/10/2021	 	 	$46,000,000.00	 	 	5/10/2026	 	 	$15,483,167.93
	7/10/2021	 	 	$46,000,000.00	 	 	6/10/2026	 	 	$14,633,627.38
	8/10/2021	 	 	$46,000,000.00	 	 	7/10/2026	 	 	$13,721,360.61
	9/10/2021	 	 	$46,000,000.00	 	 	8/10/2026	 	 	$12,864,568.29
	10/10/2021	 	 	$46,000,000.00	 	 	9/10/2026	 	 	$12,004,250.85
	11/10/2021	 	 	$46,000,000.00	 	 	10/10/2026	 	 	$11,081,511.68
	12/10/2021	 	 	$46,000,000.00	 	 	11/10/2026	 	 	$10,213,854.54
	1/10/2022	 	 	$46,000,000.00	 	 	12/10/2026	 	 	  $9,283,983.04
	2/10/2022	 	 	$46,000,000.00	 	 	1/10/2027	 	 	  $8,408,926.29
	3/10/2022	 	 	$46,000,000.00	 	 	2/10/2027	 	 	  $7,530,268.84
	4/10/2022	 	 	$46,000,000.00	 	 	3/10/2027	 	 	  $6,473,131.87
	5/10/2022	 	 	$46,000,000.00	 	 	4/10/2027	 	 	  $5,586,498.62
	6/10/2022	 	 	$46,000,000.00	 	 	5/10/2027	 	 	  $4,638,187.10
	7/10/2022	 	 	$46,000,000.00	 	 	6/10/2027	 	 	  $3,743,999.33
	8/10/2022	 	 	$46,000,000.00	 	 	7/10/2027	 	 	  $2,788,346.73
	9/10/2022	 	 	$46,000,000.00	 	 	8/10/2027	 	 	  $1,886,542.78
	10/10/2022	 	 	$46,000,000.00	 	 	9/10/2027	 	 	     $981,027.38
	11/10/2022	 	 	$46,000,000.00	 	 	10/10/2027	 	 	       $14,367.18
	12/10/2022	 	 	$46,000,000.00	 	 	11/10/2027	 	 	                $0.00
	1/10/2023	 	 	$46,000,000.00	 	 	and thereafter	 	 	 
	2/10/2023	 	 	$46,000,000.00	 	 	 	 	 	 



 





    BB-1 


    


    

 


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date] 


 


	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 

        Telecopy number: (212) 723-8599 

        e-mail: paul.t.vanderslice@citi.com 

         
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street 

        New York, New York 10013 

        Attention: Richard Simpson 

        Telecopy number: (646) 328-2943 

        e-mail: richard.simpson@citi.com

         

	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Telecopy number: (646) 862-8988 

        e-mail: ryan.m.oconnor@citi.com
	 	 





 


		Re:	Benchmark 2018-B3 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing Agreement, dated as of April 1,
2018 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. 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
Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the
Excess Servicing Fee Right, any interest in the Excess 


 






    CC-1-1 


    


    

 


Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    CC-1-2 


    


    

 


EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	
        Midland Loan Services, a Division of

PNC Bank, National Association 

        10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head 

        Telecopy number: 1-888-706-3565 

        e-mail: NoticeAdmin@midlandls.com
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Telecopy number: (646) 862-8988 

        e-mail: ryan.m.oconnor@citi.com

	 	 	 
	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 

        Telecopy number: (212) 723-8599 

        e-mail: paul.t.vanderslice@citi.com
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street 

        New York, New York 10013 

        Attention: Richard Simpson 

        Telecopy number: (646) 328-2943 

        e-mail: richard.simpson@citi.com






 


		Re:	Benchmark 2018-B3 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer,
that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner


 






    CC-2-1 


    


    

 


which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1),


 






    CC-2-2 


    


    

 


(2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as a
result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any
part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only
if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential,
not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act
or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose
such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information,
in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel
and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    CC-2-3 


    


    

 


EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


 


		To:	S&P Global Ratings






55 Water Street,
41st Floor 


New York,
New York 10041 


Attention:
CMBS Surveillance Group 


Email: cmbs_info_17g5@standardpoors.com


 


Fitch Ratings,
Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
(the “Master Servicer”) under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer,
Midland Loan Services, a Division of PNC Bank, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.



 


		Date:	____________, 20___ 



 


		Re:	Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B3 Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________
[Include the following, with appropriate modification, if there is pari passu or AB debt: as evidenced by that certain Promissory
Note [A-[_]][A] in the amount of $____________, which Promissory Note [A-[_]][A] is owned by the Trust, and Promissory Note [___]
in the amount of $_____________, which Promissory Note [___] is owned by ________________.]



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING


 






    DD-1 


    


    

 


AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT
THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject
Mortgage Loan or the defeasance transaction:


 


1.        The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____ a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____ a partial
defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the
Subject Mortgage Loan ($____________).


 


2.        The defeasance was consummated on ____________, 20__.


 


3.        The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the
Loan Documents and in accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.        In accordance with the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes [A-[__]][A] and [___] were defeased simultaneously in their entirety; or


 


____ Promissory
Note [___] was paid off in full.]


 


5.        To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior
secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 


6.        The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury,
(ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan
Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program


 






    DD-2 


    


    

 


(“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		●	Such securities are eligible under TLGP;



 


		●	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		●	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		●	The TLGP securities mature before June 30, 2012; and



 


		●	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.            After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject
to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the
original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor
by the originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation
from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard
& Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the
original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement
(the “Pool”).


 


8.            If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with
its affiliates) hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate
balance of the Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received
by the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified
in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.            The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as 


 






    DD-3 


    


    

 


defined in
S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.           The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled
payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in
the loan documents (the “Scheduled Payments”).


 


11.           The Master Servicer received written confirmation from an independent certified public accountant 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 Monthly Payments including the payment in full of the Subject Mortgage 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) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,]
the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest
income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s
interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other
than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest
expense.


 


12.           The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not
cause either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and
the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii)
the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.           The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral,
(ii) provide for payment from sources other than the defeasance collateral 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, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after
the Subject Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities
intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not
permit waiver of such representations and covenants.


 


14.           At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest
Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000
and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 






    DD-4 


    


    

 


15.           Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report
and other items delivered in connection with the defeasance will be provided to you upon request.


 


16.           The
individual executing this notice is an authorized officer or a servicing officer of the Master Servicer. 


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.


 





	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    DD-5 


    


    

 


EXHIBIT A


 


Exceptions


 






    DD-6 


    


    

 


EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.             [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.             The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.             All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for
the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets”
within the meaning of the UCC.


 


Creation:


 


1.             The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable
UCC).


 


2.             [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured
Party] of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.             [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in
the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.             [Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the
account bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account]
or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.             [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party]
as the person having a security entitlement against the securities intermediary in the [Securities Account].


 


4.             To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account
holder of the [Deposit Account].


 






    DD-7 


    


    

 


Priority:


 


1.             Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.             The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].


 






    DD-8 


    


    

 


EXHIBIT
EE


 


[reserved]


 




    EE-1 


    


    

 






 


EXHIBIT
FF-1


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN





(EOS
21, InterContinental San Francisco, Rochester Hotel Portfolio, 599 Broadway and 

Towers at University Town Center)


 


[Date]



 


	KeyBank
                                         National Association

        

        11501
        Outlook Street, Suite 300

        

        Overland
        Park, Kansas 66211

        

        Attention:
        Michael Tilden

        

        Facsimile:
        (877) 379-1625

        

        Email:
        keybank_notices@keybank.com

        

         

        with
        a copy to:

        

         

        Polsinelli

        

        900
        West 48th Place, Suite 900

        

        Kansas
        City, Missouri 64112

        

        Attention:
        Kraig Kohring

        

        Facsimile:
        (816) 753-1536

        

        Email:
        kkohring@polsinelli.com

        
	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) 

        Benchmark Commercial Mortgage Securities 

        Trust Series 2018-B2

        

         

        with
        a copy to:

        

         

        Telecopy
        Number: (410) 715-2380

        

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, and to 

        trustadministrationgroup@wellsfargo.com

         

	 	 
	CWCapital
                                         Asset Management LLC

        

        7501
        Wisconsin Avenue

        

        Bethesda,
        Maryland 20814

        

        Attention:
        Brian Hanson (Benchmark 2018-B2)

        

        Facsimile
        number: (202) 715-9699

        

        Email:
        CWCAMnoticesBenchmark2018-B2@cwcapital.com

        

         

        with
        a copy to:

         

        

        CWCapital
        Asset Management LLC

        

        7501
        Wisconsin Avenue, Suite 500 West

        

        Bethesda,
        Maryland 20814

        

        Attention:
        Legal Department

         
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York, 14228

        

        Attention:
        Benchmark 2018-B2—Transaction Manager

        

        With
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B2 in the subject line)

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        Email:
        jknight@bassberry.com

	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.

        

        383
        Madison Avenue, 31st Floor

        

        New
        York, New York 10179

        
	 


 






    	FF-1-1



     


    

 





	

        Attention:
        Kunal K. Singh

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com

        

         

        with
        a copy to:

         

        

        J.P.
        Morgan Chase Commercial Mortgage Securities Corp.

        

        383
        Madison Avenue, 32nd Floor

        

        New
        York, New York 10179

        

        Attention:
        Bianca A. Russo

        

        Managing
        Director and Associate General Counsel

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com
	 


 


		Re:	Benchmark
                                         2018-B2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B2



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of February 1, 2018 (the “Benchmark 2018-B2 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, and Wells Fargo Bank, National Association, as certificate administrator and trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Benchmark 2018-B2 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and a pool of multifamily, commercial and/or manufactured housing community mortgage
loans were transferred to the B3 Trust as of April 10, 2018 (the “Closing Date”), including the following Serviced
Companion Loans (collectively, the “Subject Serviced Companion Loans”):


 


	Name
    of Mortgaged Property as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	EOS
    21	Note
    A-2



 






    	FF-1-2



     


    

 


	Name
    of Mortgaged Property as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	InterContinental
    San Francisco	Notes
    A-2, A-4 and A-5
	Rochester
    Hotel Portfolio	Notes
    A-3 and A-4-B
	599
    Broadway	Note
    A-2
	Towers
    at University Town Center	Note
    A-1-B


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B3 PSA, is the holder of each of the Subject Serviced Companion Loans. You are
directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B3 PSA,
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the B3 PSA, all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to the applicable Serviced Companion Noteholders
with respect to the Subject Serviced Companion Loans under the Benchmark 2018-B2 PSA and the EOS 21 Intercreditor Agreement, the
Intercontinental San Francisco Intercreditor Agreement, the Rochester Hotel Portfolio Intercreditor Agreement, the 599 Broadway
Intercreditor Agreement and the Towers at University Town Center Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
	 	Account #: 1077732896



  


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 






    	FF-1-3



     


    

 


	B3
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com 

	B3
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2018-B3

        

        Fax
        number: (212) 816-5527

        

         

        and
        with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

        

	B3
    Master Servicer and B3 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

        

         

        with
        a copy to:

         

        

        Eversheds
        Sutherland (US) LLP

        

        700
        Sixth Street, NW, 7th Floor

        

        Washington,
        D.C. 20001

        

        Attn:
        Lisa A. Rosen

        

        Fax
        Number: (202) 637-3593

        

         

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com

        

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

        

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 




 






    	FF-1-4



     


    

 


	B3
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Fax
        number: (212) 723-8599

        

         

        with
        a copy to:

         

        

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

        

         

        with
        electronic copies e-mailed to:

         

        

        Richard
        Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com 



 


3.       The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 


	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
Title:



 






    	FF-1-5



     


    

 


EXHIBIT
FF-2


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN


 (The
SoCal Portfolio)


 


[Date]
 


	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – CGCMT 2018-B2

        Fax number (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        
	Citibank,
                                         N.A.

                                         388 Greenwich Street

                                         New York, New York 10013

                                         Attention: Citibank Agency &
                                         Trust - CGCMT 2018-B2

                                         Fax number: (212) 816-5527

        Email:
        ratingagencynotice@citi.com

	 	 
	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        Leonard Street LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

        
	LNR
                                         Partners, LLC

        

        1601
        Washington Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Andrew J. Sossen and Job Warshaw

        

        Fax
        number: (305) 695-5601

        

        Email:
        asossen@starwood.com, 

        jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

        

         

        Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th floor

        

        New
        York, New York 10016

        

        Attention:
        CGCMT 2018-B2 – Surveillance Manager

        

        with
        copies sent contemporaneously via email to

        cmbs.notices@parkbridgefinancial.com

	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street New York,

        New
        York 10013

        Attention:
        Richard Simpson 

        

        

        
	 


 






    	FF-2-1



     


    

 





	

        

        

        Fax number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        

        with
        electronic copies e-mailed to:

        

        Richard
        Simpson at richard.simpson@citi.com and

        

        Ryan
        M. O’Connor at ryan.m.oconnor@citi.com;

        
	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2018-B2, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B2



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “CGCMT 2018-B2 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and Asset Representations
Reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the CGCMT 2018-B2 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and a pool of multifamily, commercial and/or manufactured housing community mortgage
loans were transferred to the B3 Trust as of April 10, 2018 (the “Closing Date”), including the following Serviced
Companion Loans (collectively, the “Subject Serviced Companion Loans”):


 






    	FF-2-2



     


    

 


	Name
    of Mortgaged Property as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	The
    SoCal Portfolio	Notes
    A-1-2 and A-1-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.            Wilmington
Trust, National Association, as trustee under the B3 PSA, is the holder of each of the Subject Serviced Companion Loans. You are
directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B3 PSA,
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the B3 PSA, all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to the applicable Companion Loan Holder with
respect to the Subject Serviced Companion Loans under the CGCMT 2018-B2 PSA and The SoCal Portfolio Co-Lender Agreement, respectively.
The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
	 	Account #: 1077732896


 


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B3
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

         

	B3
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2018-B3




 






    	FF-2-3



     


    

 


	 	Fax
                                         number: (212) 816-5527

                                                                                 

                                                                                and
                                         with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

                                                                                 

	B3
    Master Servicer and B3 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        

        700
        Sixth Street, NW, 7th Floor

        

        Washington,
        D.C. 20001

        

        Attn:
        Lisa A. Rosen

        

        Fax
        Number: (202) 637-3593

        

         

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com 

         

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 

         

	B3
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        




 






    	FF-2-4



     


    

 


	 	 

                                                                                                                                                                                                          with
                                         a copy to:

                                                                                 

                                                                                Citigroup
                                         Commercial Mortgage Securities Inc.

                                                                                388
                                         Greenwich Street, 17th Floor

                                                                                New
                                         York, New York 10013

                                                                                Attention:
                                         Ryan M. O’Connor

                                                                                Fax
                                         number: (646) 862-8988

                                                                                 

                                                                                with
                                         electronic copies e-mailed to:

                                                                                 

                                                                                Richard
                                         Simpson at richard.simpson@citi.com

                                                                                and
                                         Ryan M. O’Connor at

                                                                                ryan.m.oconnor@citi.com




 

3.       The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 





	 	Very truly yours,
	 	 
	 	By:	
	 	 	Name:
Title:


 






    	FF-2-5



     


    

 


EXHIBIT
FF-3


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN


 (Twelve
Oaks Mall)


 


[Date]



 


	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee GSMS 2018-GS9

         

        with
        a copy to:

         

        Facsimile
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com
	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045-1951

        

        Attention:
        Corporate Trust Services (CMBS)

        

        GS
        Mortgage Securities Trust 2018-GS9

        

        Fax
        number: (410) 715-2380

         

        with
        a copy to:

         

        E-Mail: 

        cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com

	Wells
                                         Fargo Bank, National Association

        

        Commercial
        Mortgage Servicing

        

        Three
        Wells Fargo

        

        401
        S. Tryon Street, 8th Floor

        

        MAC
        D1050-084

        

        Charlotte,
        North Carolina 28202

        

        Attention:
        GS 2018-GS9 Asset Manager

        

        Telecopy
        Number: (704) 715-0036

        

        E-mail:
        commercial.servicing@wellsfargo.com

         

        with
        a copy to:

         

        

        Wells
        Fargo Bank, National Association Legal Department

        

        301
        S. College St., TW-30

        

        Charlotte,
        North Carolina 28202

        

        Attention:
        Commercial Mortgage Servicing Legal Support

        

        Reference:
        GS 2018-GS9

         

        

        with
        a copy to:

         

        K&L
        Gates LLP

        

        Hearst
        Tower, 47th Floor

        

        214
        North Tryon Street
	Rialto
                                         Capital Advisors, LLC

        

        790
        NW 107th Avenue, 4th Floor

        

        Miami,
        Florida 33172

        

        Attention:
        Liat Heller

        

        Fax
        number: (305) 229-6425

        

        E-mail:
        liat.heller@rialtocapital.com

         

        with
        copies to:

         

        Jeff
        Krasnoff

        

        Fax
        number: (305) 229-6425

        

        E-mail:
        jeff.krasnoff@rialtocapital.com;

        

         

        Niral
        Shah

        

        Facsimile
        number: (305) 229-6425

        

        E-mail:
        niral.shah@rialtocapital.com;

         

        

        Adam
        Singer

        Fax
        number (305) 229-6425

        

        E-mail:
        adam.singer@rialtocapital.com

         




 






    	FF-3-1



     


    

 


	Charlotte,
                                         North Carolina 28202

                                                                                Attention:
                                         Stacy G. Ackermann

                                                                                Facsimile
                                         Number: (704) 353-3190
	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        GSMS 2018-GS9 Transaction Manager

        

        With
        a copy sent via e-mail to:

        notices@pentalphasurveillance.com with GSMS 2018-GS9 in the subject line

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        Attention:
        Jay H. Knight

        

        E-mail:
        jknight@bassberry.com
	GS
                                         Mortgage Securities Corporation II

        

        200
        West Street

        

        New
        York, New York 10282

        

        Attention:
        Leah Nivison

        

        E-mail:
        leah.nivison@gs.com

         

        with
        a copy to:

         

        Joe
        Osborne

        

        200
        West Street

        

        New
        York, New York 10282

        

        E-mail:
        joe.osborne@gs.com

        



 


		Re:	GS
                                         Mortgage Securities Trust 2018-GS9, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-GS9



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “GSMS 2018-GS9 PSA”),
between GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust,
National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the GSMS 2018-GS9 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and a pool of multifamily, commercial and/or manufactured housing community mortgage
loans were


 






    	FF-3-2



     


    

 


transferred
to the B3 Trust as of April 10, 2018 (the “Closing Date”), including the following Serviced Companion Loan
(the “Subject Serviced Companion Loan”):


 


	Name
    of Mortgaged Property as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Twelve
    Oaks Mall	Note
    A-3-1


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.    
       Wilmington Trust, National Association, as trustee under the B3 PSA, is the holder of the Subject Serviced
Companion Loan. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the B3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B3 PSA, all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available
to the Serviced Companion Noteholder with respect to the Subject Serviced Companion Loan under the GSMS 2018-GS9 PSA and the
Twelve Oaks Mall Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank,
National Association, as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
	 	Account #: 1077732896


 


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B3
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com 

	B3
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street




 






    	FF-3-3



     


    

 


	 	New
                                         York, New York 10013 

                                                                                Attention:
                                         Citibank Agency & Trust - Benchmark 2018-B3  

                                                                                Fax
                                         number: (212) 816-5527  

                                                                                 

                                                                                and
                                         with respect to e-mail pursuant to this

                                                                                Agreement,
                                         at ratingagencynotice@citi.com

	B3
    Master Servicer and B3 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        

        700
        Sixth Street, NW, 7th Floor

        

        Washington,
        D.C. 20001

        

        Attn:
        Lisa A. Rosen

        

        Fax
        Number: (202) 637-3593

         

        

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com

        

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        

	B3
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street




 






    	FF-3-4



     


    

 





		

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.       The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 





	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
Title:


 






    	FF-3-5



     


    

 


EXHIBIT
FF-4


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN


 (Marina
Heights State Farm)


 


[Date]



 


	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) GSMS 2017-FARM

         

        with
        a copy to:

         

        Fax
        Number: (410) 715-2380

        

        E
        Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

        

        trustadministrationgroup@wellsfargo.com

        
	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) GSMS 2017-FARM

         

        With
        a copy to:

         

        Email:
        Trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com

         

	KeyBank
                                         National Association

        

        11501
        Outlook Street, Suite 300

        

        Overland
        Park, Kansas 66211

        

        Attention:
        Michael A. Tilden

        

        Facsimile
        number: (877) 379-1625

        

        Email:
        keybank_notices@keybank.com

         

        with
        a copy to:

         

        Polsinelli

        

        900
        West 48th Place, Suite 900

        

        Kansas
        City, Missouri 64112

        

        Attention:
        Kraig Kohring

        

        Facsimile
        number: (816) 753-1536
	AEGON
                                         USA Realty Advisors, LLC,

        

        4333
        Edgewood Road NE,

        

        Cedar
        Rapids, IA 52499

        

        Attention:
        Gregory A. Dryden, Senior Vice President, Special Servicing

        

        Fax
        number: (319) 355-8030

         

        with
        a copy to:

         

        gdryden@aegonusa.com;
        and

        

        specialservicing@aegonusa.com

         

	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        GSMS 2017-FARM Transaction Manager

        

        With
        a copy sent via email to:

        notices@pentalphasurveillance.com
with the deal name on the subject line

         

        with
        a copy to:

        

        

        
	GS
                                         Mortgage Securities Corporation II

        

        200
        West Street

        

        New
        York, New York 10282

        

        Attention:
        Leah Nivison

        

        Email:
        leah.nivison@gs.com

         

        With
        a copy to: gsrefgsecuritization@gs.com

         

        with
        copies to:



 






    	FF-4-1



     


    

 





	

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        Attention:
        Jay H. Knight

        

        Email:
        jknight@bassberry.com

         
	

        GS
        Mortgage Securities Corporation II

        

        6011
        Connection Drive

        

        Suite
        550

        

        Irving,
        Texas 75039

        

        Attention:
        Joe Osborne

        

        Email:
        joe.osborne@gs.com

         

        With
        a copy to: gsrefgsecuritization@gs.com 



 


		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-FARM, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-FARM



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated and effective as of December 29, 2017 (the “GSMS 2017-FARM
TSA”), among GS Mortgage Securities Corporation II, as depositor, KeyBank National Association, as master servicer,
AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, as
custodian and as trustee, and Pentalpha Surveillance LLC, as operating advisor. Capitalized terms used but not defined herein
shall have the meanings given to them in the GSMS 2017-FARM TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and the Companion Loan evidenced by promissory note A-2-C1 was transferred to the
B3 Trust as of April 10, 2018 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.            Wilmington
Trust, National Association, as trustee under the B3 PSA, is the holder of the Companion Loan evidenced by promissory note A-2-C1.
You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the
B3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the B3 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holder with respect
to the Companion Loan evidenced by promissory note A-2-C1 under


 






    	FF-4-2



     


    

 


the
GSMS 2017-FARM TSA and the Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC
Bank, National Association, as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3
	 	Account #: 1077732896


 


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Companion Loan evidenced
by promissory note A-2-C1 is as follows:


 


	B3
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com 

	B3
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2018-B3

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com 

	B3
    Master Servicer and B3 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP 




 






    	FF-4-3



     


    

 


		

        

        700
        Sixth Street, NW, 7th Floor

        

        Washington,
        D.C. 20001

        

        Attn:
        Lisa A. Rosen

        

        Fax
        Number: (202) 637-3593

         

        

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 

	B3
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com




 






    	FF-4-4



     


    

 

3.       The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 





	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
Title:


 






    	FF-4-5



     


    

 


 






 


EXHIBIT
FF-5


 


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(90
Hudson)


 


[Date]


 


	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2018-B1

         

        with
        a copy to:

         

        Email:
        cmbstrustee@wilmingtontrust.com
	Wells
        Fargo Bank, National Association

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045-1951

        Attention:
        Corporate Trust Services — Benchmark 2018-B1

         

        with
        copies to:

         

        cts.cmbs.bond.admin@wellsfargo.com;
        and

        trustadministrationgroup@wellsfargo.com.

	 	 
	Wells
        Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        MAC
        D1050-084

        Charlotte,
        North Carolina 28202

        Attention:
        Benchmark 2018-B1 Asset Manager

        Facsimile
        number: (704) 715-0036

         

        With
        a copy by email to: commercial.servicing@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association

        Legal
        Department

        301
        South College Street

        Charlotte,
        North Carolina 28202-0166

        Attention:
        Commercial Mortgage Servicing Legal Support

        Facsimile
        number: (704) 383-0353

        Reference:
        Benchmark 2018-B1

         

        with
        a copy to:

         

        K&L
        Gates LLP

        Hearst
        Tower, 47th Floor

         

        	Midland
        Loan Services, a Division of PNC Bank, National Association

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        Number: (888) 706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        700
        Sixth Street, NW

        Washington,
        DC 20001

        Fax
        Number: (202) 637-3593

        Attention:
        Lisa A. Rosen

         

        Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        Benchmark 2018-B1-Surveillance Manager

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

        



 



    FF-5-1 


     


    

 


	214
                                         North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacy G. Ackermann

        Reference:
        Benchmark 2018-B1

        Fax
        Number: (704) 353-3190

        Email:
        stacy.ackermann@klgates.com
	Deutsche
                                         Mortgage & Asset Receiving Corporation

        60
        Wall Street

        New
        York, New York 10005

        Attention:
        Lainie Kaye

         

        with
        copies via email to:

        cmbs.requests@db.com



 


	 	Re:	Benchmark 2018-B1 Mortgage Trust
    Commercial Mortgage Pass-Through Certificates, Series 2018-B1




 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of January 1, 2018 (the “Benchmark 2018-B1 PSA”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC as operating
advisor and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them
in the Benchmark 2018-B1 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and a pool of multifamily, commercial and/or manufactured housing community mortgage
loans were transferred to the B3 Trust as of April 10, 2018 (the “Closing Date”), including the following Serviced
Companion Loan (the “Subject Serviced Companion Loan”):


 


	Name
    of Mortgaged Property as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	90
    Hudson	Note
    A-2-B


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.            Wilmington
Trust, National Association, as trustee under the B3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan


 



    FF-5-2 


     


    

 


Services,
a Division of PNC Bank, National Association, as master servicer under the B3 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the B3 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Companion Loan Noteholder with respect to the Subject Serviced Companion Loan under
the Benchmark 2018-B1 PSA and the Intercreditor Agreement with respect to the Subject Serviced Companion Loan, respectively. The
wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A. 


	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3




Account
#: 1077732896


 


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B3
    Trustee:	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B3
    Certificate Administrator:	Citibank,
        N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2018-B3

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

         

	B3
    Master Servicer and B3 Special Servicer:	Midland
        Loan Services, a Division of PNC Bank, National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division




 



    FF-5-3 


     


    

 


	 	Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        700
        Sixth Street, NW, 7th Floor

        Washington,
        D.C. 20001

        Attn:
        Lisa A. Rosen

        Fax
        Number: (202) 637-3593

         

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	B3
    Depositor	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Paul Vanderslice

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

        



 



    FF-5-4 


     


    

 


	 	 

        Richard
        Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.          The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.          Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.          As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 


	 	Very truly yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    FF-5-5 


     


    

 





EXHIBIT
FF-6


 


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(315
West 36th Street)


 


[Date]




 


	[Outside
    Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside
    Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	[Outside Master
    Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside
    Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	[Outside Operating
    Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside
    Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]


 


	 	Re:	[Outside Securitization Trust], Commercial
    Mortgage Pass-Through Certificates, Series [_________]-[_____]




 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of [_________], 20[__] (the “Lead Servicing PSA”),
between [Outside Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer,
[Outside Operating Advisor], as operating advisor and asset representations reviewer, [Outside Certificate Administrator], as
certificate administrator, and [Outside Trustee], as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Lead Servicing PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “B3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B3 Master
Servicer”) and special servicer (in such capacity, the “B3 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B3 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B3 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B3 Trustee”), pursuant to which the Benchmark 2018-B3 Commercial Mortgage Trust (the
“B3 Trust”) was established and a pool of multifamily, commercial and/or manufactured housing community mortgage
loans were


 



    FF-6-1 


     


    

 


transferred
to the B3 Trust as of April 10, 2018 (the “Closing Date”), including the following [Serviced Companion Loan]
(the “Subject Serviced Companion Loan”):


 


	Name
    of Mortgaged Property as 

    identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	315
    West 36th Street	Note
    A-2


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B3 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B3 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the related noteholder with respect to the Subject
Serviced Companion Loan under the Lead Servicing PSA and the [Intercreditor Agreement][Co-Lender Agreement] with respect to the
Subject Serviced Companion Loan. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as B3 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


	 	Account Name:	Midland Loan Services, a Division of PNC Bank, National Association,
    as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
    of Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3







Account
#: 1077732896


 


2.             The
contact information for the B3 Trustee, the B3 Certificate Administrator, the B3 Master Servicer, the B3 Special Servicer, the
B3 Operating Advisor, the B3 Asset Representations Reviewer and the B3 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B3
    Trustee:	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2018-B3

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B3
    Certificate Administrator:	Citibank,
                                         N.A.

        388
        Greenwich Street




 



    FF-6-2 


     


    

 


	 	New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2018-B3

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

	B3
    Master Servicer and B3 Special Servicer:	Midland
        Loan Services, a Division of PNC Bank, National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        700
        Sixth Street, NW, 7th Floor

        Washington,
        D.C. 20001

        Attn:
        Lisa A. Rosen

        Fax
        Number: (202) 637-3593

         

        and
        with respect to e-mail pursuant to the B3 PSA, at NoticeAdmin@midlandls.com

	B3
    Operating Advisor and B3 Asset Representations Reviewer:	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        Benchmark 2018-B3 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	B3
    Depositor	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Paul Vanderslice

        Fax
        number: (212) 723-8599

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street

        



 



    FF-6-3 


     


    

 


	 	New
                                         York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.         The
B3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.         Enclosed
herewith is a copy of an executed version of the B3 PSA.


 


5.         As
of the date hereof, the Controlling Class Representative (as defined in the B3 PSA) under the B3 PSA is KKR Real Estate Credit
Opportunity Partners Aggregator I L.P.


 


	 	Very truly yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    FF-6-4 


     


    

 





EXHIBIT
GG


 


SPECIFIED
mortgage LOANS


 


None


 



    GG-1 


     


    

 





EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark 2018-B3
    Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.  
	 	 	 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.
	 	 	 


	 	3.

         

         

        4.
	The
        Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to
        take or participate in any other or further action with respect to the aforementioned Asset Review Report.

         

        Capitalized
        words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

	 	 	 






	 	PARK BRIDGE LENDER SERVICES LLC, as Asset
    Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company,
    its sole member






 


	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member



 


 


	 	By: 	 






	 	Name:	 






	 	Title:	 






 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 



    HH-1 


     


    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
        failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 



 



    HH-2 


     


    

 




EXHIBIT
II


 


FORM
OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark 2018-B3
    Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report Summary.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.
	 	 	 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.
	 	 	 


	 	3.	The
    Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not
    be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.
	 	 	 


	 	4.	Capitalized
    words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 


	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member


 


	 	By:	Park Bridge Financial LLC,
    a New York limited liability company, its sole member


 


	 	By: 	 





	 	Name:	 





	 	Title:	 




 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information. 


 



    II-1 


     


    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
        failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity



 



    II-2 


     


    

 




EXHIBIT
JJ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for Asset
Review of each Delinquent Loan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them
in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of the Pooling and
Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


	Step 1	Asset Representations Reviewer (“ARR”)
    receives the following items before beginning its review:




 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Delinquent Loans



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including, among other
                                         documents, the Diligence File



 


		■	Any
                                         Unsolicited Information (if applicable)



 


	Step 2	For each Delinquent Loan, ARR inventories
    all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for
    such Delinquent Loan are missing, using the list of documents in the definition of “Mortgage File” of this Agreement,
    any comparable lists included in the related Loan Purchase Agreement, and any closing checklist from the origination of such
    Delinquent Loan, to guide its review and determination




 



    JJ-1 


     


    

 


	Step 3	If ARR determines that the Review Material
    made available or delivered to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required
    to complete an Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents and notify the Master
    Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans)
    of such missing documents. If any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable,
    the ARR shall request such documents from the related Mortgage Loan Seller.




 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Delinquent Loan for which ARR
    has received all Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent
    Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent
    Loan as follows:




 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists 



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein


 



    JJ-2 


     


    

 





EXHIBIT
KK


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Citibank,
N.A.

388 Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – Benchmark 2018-B3


 


	Attention:	Benchmark 2018-B3 Commercial Mortgage
    Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3




 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of April 1, 2018 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


	 	1.	The undersigned
    is an authorized representative of [________________________].
	 	 	 
	 	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.]1




 


 



 


1
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.


 



    KK-1 


     


    

 



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.


 


	 	[_________________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
______________


 


[Citigroup
Commercial Mortgage Securities Inc.


as
Depositor]1


 


	By:	 	 
		[Name]

                              [Title]	 



 



    KK-2 


     


    

 





EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

         
	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        Benchmark 2018-B3 – Surveillance

        Manager

        (with
        a copy sent contemporaneously via

        email
        to cmbs.notices@parkbridgefinancial.com)



 


	Attention:	Benchmark 2018-B3 Commercial Mortgage
    Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B3




 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, the Certificate Administrator 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.


 


 



 


*
Each additional Mortgage Loan that has become a Delinquent
Loan is identified on Exhibit A hereto.


 


†
Each Mortgage Loan that has ceased to be a Delinquent Loan
is identified on Exhibit B hereto.


 



    LL-1 


     


    

 


	 	Citibank,
    N.A., as Certificate Administrator for the Holders of the Benchmark 2018-B3 Commercial Mortgage Trust, Commercial Mortgage
    Pass-Through Certificates, Series 2018-B3
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


 



    LL-2 


     


    

 





Exhibit
A


 



    LL-3 


     


    

 





Exhibit
B


 



    LL-4 


     


    

 





EXHIBIT
MM


 


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


 


[Date]


 


[Name
and Address of Retaining Party]


 


		Re:	Benchmark
                                         2018-B3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B3 (Citigroup Commercial Mortgage Securities Inc. as Depositor)



 


In
accordance with Section 5.02(f) of the Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Agreement”),
pursuant to which the captioned series of commercial mortgage pass-through certificates (the “Certificates”)
were issued, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees
that it will hereafter hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto
(the “Subject Certificates”), which constitute some or all of the RR Interest, for the benefit of [Name of
Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates
will be made to the registered holder thereof in accordance with the Agreement, including pursuant to any written wiring instructions
provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in
accordance with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	Citibank,
    n.a.,

    not in its individual capacity

    but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    MM-1 


     


    

 





Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

        (CUSIP)
	Certificate

        No.
	Initial

        Certificate Balance

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 



    MM-2