Exhibit 4.1


 





  


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC., 


Depositor,


 


[MASTER
SERVICER], 


Master
Servicer,


 


[SPECIAL
SERVICER], 


Special
Servicer,


 


[OPERATING
ADVISOR], 


Operating
Advisor,


 


[CERTIFICATE
ADMINISTRATOR], 


Certificate
Administrator,


 


[TRUSTEE], 


Trustee


 


and


 


[ASSET
REPRESENTATIONS REVIEWER], 


Asset
Representations Reviewer, 


 


	 	 	 
	  	POOLING
    AND SERVICING AGREEMENT	  
	  	Dated
    as of [DATE]	  
	 	 	 


  


Commercial
Mortgage Pass-Through Certificates 


[SERIES
DESIGNATION]


 



    	 



    	 



    










 


	  	  	  	  
	TABLE
    OF CONTENTS
	  	  	  	Page
	ARTICLE
    I
	  
	DEFINITIONS
	  
	Section 1.01	Defined Terms	  	5
	Section 1.02	Certain Calculations	  	119
	Section 1.03	Certain Constructions	  	123
	  	  	  	  
	ARTICLE
    II
	  
	CONVEYANCE
                    OF MORTGAGE LOANS;

         ORIGINAL
        ISSUANCE OF CERTIFICATES

	  	  	  	  
	Section 2.01	Conveyance of Mortgage
    Loans and the Trust Subordinate Companion Loan	  	124
	Section 2.02	Acceptance by the Trustee,
    the Custodian and the Certificate Administrator	  	128
	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	  	130
	Section 2.04	Representations and
    Warranties of the Depositor	  	145
	Section 2.05	Representations, Warranties
    and Covenants of the Master Servicer	  	147
	Section 2.06	Representations, Warranties
    and Covenants of the Special Servicer	  	148
	Section 2.07	Representations and
    Warranties of the Trustee	  	150
	Section 2.08	Representations and
    Warranties of the Certificate Administrator	  	152
	Section 2.09	Representations, Warranties
    and Covenants of the Operating Advisor	  	153
	Section 2.10	Representations, Warranties
    and Covenants of the Asset Representations Reviewer	  	155
	Section 2.11	Execution and Delivery
    of Certificates; Issuance of Lower-Tier Regular Interests	  	156
	Section 2.12	Miscellaneous REMIC
    and Grantor Trust Provisions	  	157
	  	  	  	  
	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 Trust Loans; and the
    Trust Subordinate Companion Loan	  	158
	Section 3.02	Liability of the Master
    Servicer	  	171
	Section 3.03	Collection of Certain
    Mortgage Loan Payments	  	172


 



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	  	  	  	Page
	  	  	  	  
	Section 3.04	Collection of Taxes,
    Assessments and Similar Items; Escrow Accounts	  	173
	Section 3.05	Collection Account;
    Distribution Accounts; Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account; and [LOAN-SPECIFIC]
    REMIC Distribution Account	  	176
	Section 3.05 A.	Loan Combination Custodial
    Account	  	180
	Section 3.06	Permitted Withdrawals
    From the Collection Account	  	182
	Section 3.06 A.	Permitted Withdrawals
    From the Loan Combination Custodial Account	  	187
	Section 3.07	Investment of Funds
    in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	  	192
	Section 3.08	Maintenance of Insurance
    Policies and Errors and Omissions and Fidelity Coverage	  	194
	Section 3.09	Enforcement of Due-On-Sale
    and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	  	198
	Section 3.10	Appraisal Reductions;
    Realization Upon Defaulted Loans	  	204
	Section 3.11	Trustee and Certificate
    Administrator to Cooperate; Release of Mortgage Files	  	210
	Section 3.12	Servicing Fees, Trustee/Certificate
    Administrator Fees and Special Servicing Compensation	  	211
	Section 3.13	Compensating Interest
    Payments	  	218
	Section 3.14	Application of Penalty
    Charges and Modification Fees	  	219
	Section 3.15	Access to Certain Documentation	  	221
	Section 3.16	Title and Management
    of REO Properties	  	223
	Section 3.17	Sale of Defaulted Loans
    and REO Properties; Sale of Outside Serviced Trust Loans	  	227
	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	  	236
	Section 3.19	Lock-Box Accounts, Escrow
    Accounts	  	237
	Section 3.20	Property Advances	  	237
	Section 3.21	Appointment of Special
    Servicer; Asset Status Reports	  	241
	Section 3.22	Transfer of Servicing
    Between Master Servicer and Special Servicer; Record Keeping	  	247
	Section 3.23	Interest Reserve Account	  	248
	Section 3.24	Modifications, Waivers
    and Amendments	  	249
	Section 3.25	Additional Obligations
    With Respect to Certain Mortgage Loans	  	255
	Section 3.26	Certain Matters Relating
to the Outside Serviced Trust Loans	  	255
	Section 3.27	Additional Matters Regarding
    Advance Reimbursement	  	255
	Section 3.28	Serviced Companion Loan
    Intercreditor Matters	  	257
	Section 3.29	Appointment and Duties
    of the Operating Advisor	  	259
	Section 3.30	Rating Agency Confirmation	  	265
	Section 3.31	General Acknowledgement
    Regarding Companion Loan Holders	  	268
	Section 3.32	Trust Subordinate Companion
    Loan	  	268
	Section 3.33	Subordinate Loan-Specific
    Directing Certificateholder	  	270
	Section 3.34	Litigation Control	  	271


  






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	  	  	  	Page
	  	  	  	  
	Section 3.35	[Credit Risk Retention]	  	273
	  	  	  	  
	ARTICLE
    IV
	  
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	  
	Section 4.01	Distributions	  	274
	Section 4.02	Statements to Certificateholders;
    Certain Reports by the Master Servicer and the Special Servicer	  	286
	Section 4.03	Compliance With Withholding
    Requirements	  	300
	Section 4.04	REMIC Compliance	  	300
	Section 4.05	Imposition of Tax on
    the Trust REMICs	  	303
	Section 4.06	Remittances; P&I
    Advances	  	304
	Section 4.07	Grantor Trust Reporting	  	309
	Section 4.08	Calculations	  	310
	  	  	  	  
	ARTICLE
    V
	  
	THE CERTIFICATES
	  	  	  	  
	Section 5.01	The Certificates	  	310
	Section 5.02	Form and Registration	  	311
	Section 5.03	Registration of Transfer
    and Exchange of Certificates	  	314
	Section 5.04	Mutilated, Destroyed,
    Lost or Stolen Certificates	  	322
	Section 5.05	Persons Deemed Owners	  	322
	Section 5.06	Appointment of Paying
    Agent	  	322
	Section 5.07	Access to Certificateholders’
    Names and Addresses; Special Notices	  	323
	Section 5.08	Actions of Certificateholders	  	323
	Section 5.09	Authenticating Agent	  	324
	Section 5.10	Appointment of Custodian	  	325
	Section 5.11	Maintenance of Office
    or Agency	  	325
	Section 5.12	Exchanges of Exchangeable
    Certificates	  	325
	  	  	  	  
	ARTICLE
    VI
	  
	THE
                    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

        OPERATING         ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE

	  	  	  	  
	Section 6.01	Liability of the Depositor,
    the Master Servicer, the Special Servicer and the Operating Advisor	  	327
	Section 6.02	Merger or Consolidation
    of the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	  	328
	Section 6.03	Limitation on Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	  	329
	Section 6.04	Limitation on Resignation
    of the Master Servicer, the Special Servicer or the Operating Advisor	  	331


 



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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	  	333
	Section 6.06	Master Servicer, Special
    Servicer as Owner of a Certificate	  	333
	Section 6.07	Rating Agency Fees	  	334
	Section 6.08	Termination of the Special
    Servicer Without Cause	  	334
	Section 6.09	The Directing Holder
    and the Controlling Class Representative	  	339
	  	  	  	  
	ARTICLE
    VII
	  
	DEFAULT
	  
	Section 7.01	Servicer Termination
    Events	  	346
	Section 7.02	Trustee to Act; Appointment
    of Successor	  	352
	Section 7.03	Notification to Certificateholders	  	354
	Section 7.04	Other Remedies of Trustee	  	354
	Section 7.05	Waiver of Past Servicer
    Termination Events and Operating Advisor Termination Events; Termination	  	355
	Section 7.06	Termination of the Operating
    Advisor	  	356
	  	  	  	  
	ARTICLE
    VIII
	  
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	  	  	  	  
	Section 8.01	Duties of the Trustee
    and the Certificate Administrator	  	359
	Section 8.02	Certain Matters Affecting
    the Trustee and the Certificate Administrator	  	362
	Section 8.03	Neither the Trustee
    Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	  	365
	Section 8.04	Trustee and Certificate
    Administrator May Own Certificates	  	367
	Section 8.05	Payment of Trustee/Certificate
    Administrator Fees and Expenses; Indemnification	  	367
	Section 8.06	Eligibility Requirements
    for the Trustee and the Certificate Administrator	  	370
	Section 8.07	Resignation and Removal
    of the Trustee or the Certificate Administrator	  	371
	Section 8.08	Successor Trustee or
    Successor Certificate Administrator	  	373
	Section 8.09	Merger or Consolidation
    of the Trustee or the Certificate Administrator	  	373
	Section 8.10	Appointment of Co-Trustee
    or Separate Trustee	  	374
	Section 8.11	Access to Certain Information	  	375
	  	  	  	  
	ARTICLE
    IX
	  
	TERMINATION;
    OPTIONAL MORTGAGE LOAN PURCHASE
	  
	Section 9.01	Termination; Optional
    Mortgage Loan Purchase	  	377


 



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	  	  	  	Page
	  	  	  	  
	ARTICLE
    X
	  
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	  
	Section 10.01	Intent of the Parties;
    Reasonableness	  	382
	Section 10.02	Succession; Sub-Servicers;
    Subcontractors	  	383
	Section 10.03	Filing Obligations	  	385
	Section 10.04	Form 10-D Filings	  	386
	Section 10.05	Form 10-K Filings	  	388
	Section 10.06	Sarbanes-Oxley Certification	  	391
	Section 10.07	Form 8-K Filings	  	392
	Section 10.08	Annual Compliance Statements	  	394
	Section 10.09	Annual Reports on Assessment
    of Compliance With Servicing Criteria	  	395
	Section 10.10	Annual Independent Public
    Accountants’ Servicing Report	  	397
	Section 10.11	Significant Obligors	  	399
	Section 10.12	Indemnification	  	401
	Section 10.13	Amendments	  	404
	Section 10.14	Regulation AB Notices	  	404
	Section 10.15	Termination of the Certificate
    Administrator	  	404
	Section 10.16	Termination of the Master
    Servicer or the Special Servicer	  	405
	Section 10.17	Termination of Sub-Servicing
    Agreements	  	405
	Section 10.18	Notification Requirements
    and Deliveries in Connection With Securitization of a Serviced Companion Loan	  	405
	Section 10.19	Termination of Exchange
    Act Filings With Respect to the Trust	  	408
	  	  	  	  
	ARTICLE
    XI
	  
	THE ASSET
    REPRESENTATIONS REVIEWER
	  	  	  	  
	Section 11.01	Asset Review	  	408
	Section 11.02	Payment of Asset Representations
    Reviewer Fees and Expenses; Limitation of Liability	  	412
	Section 11.03	Resignation of the Asset
    Representations Reviewer	  	413
	Section 11.04	Restrictions of the
    Asset Representations Reviewer	  	413
	Section 11.05	Termination of the Asset
    Representations Reviewer	  	413
	  	  	  	  
	ARTICLE
    XII
	  	  	  	  
	MISCELLANEOUS
    PROVISIONS
	  
	Section 12.01	Counterparts	  	416
	Section 12.02	Limitation on Rights
    of Certificateholders	  	416
	Section 12.03	Governing Law	  	417
	Section 12.04	Notices	  	417
	Section 12.05	Severability of Provisions	  	418


 



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	  	  	  	Page
	  	  	  	  
	Section 12.06	Notice to the Rule 17g-5
    Information Provider, Depositor and Each Rating Agency	  	418
	Section 12.07	Amendment	  	420
	Section 12.08	Confirmation of Intent	  	423
	Section 12.09	Third-Party Beneficiaries	  	424
	Section 12.10	Request by Certificateholders
    or the Serviced Companion Loan Holder	  	424
	Section 12.11	Waiver of Jury Trial	  	425
	Section 12.12	Submission to Jurisdiction	  	425
	Section 12.13	Exchange Act Rule 17g-5
    Procedures	  	425
	Section 12.14	Precautionary Trust
    Indenture Act Provisions	  	430
	Section 12.15	Cooperation with the
    Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	  	430


  



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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-AB]
    Certificate
	Exhibit A-6	Form of Class [X-A]
    Certificate
	Exhibit A-7	Form of Class [A-S]
    Certificate
	Exhibit A-8	Form of Class [B]
    Certificate
	Exhibit A-9	Form of Class [PEZ]
    Certificate
	Exhibit A-10	Form of Class [C]
    Certificate
	Exhibit A-11	Form of Class [D]
    Certificate
	Exhibit A-12	Form of Class [E]
    Certificate
	Exhibit A-13	Form of Class [F]
    Certificate
	Exhibit A-14	Form of Class [G]
    Certificate
	Exhibit A-15	Form of Class [H]
    Certificate
	Exhibit A-16	Form of Class [R]
    Certificate
	Exhibit A-17	Form of Class [ARD]
    Certificate
	Exhibit A-18	Form of [LOAN-SPECIFIC]
    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 Beneficial 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-2	Form of Transferor Letter
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation
    Letter
	Exhibit M-1	Form of Investor Certification
    for Obtaining Information and Notices
	Exhibit M-2	Form of Investor Certification
    for Exercising Voting Rights
	Exhibit M-3	Form of Online Vendor
    Certification
	Exhibit M-4	Form of Confidentiality
    Agreement


 



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	Exhibit M-5	Form of
    NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to
    be Addressed in Assessment of Compliance
	Exhibit P	Supplemental Servicer
    Schedule
	Exhibit Q	[Reserved]
	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	Form of Additional Disclosure
    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 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	Form of Notice of Exchange
    of Exchangeable Certificates
	Exhibit FF	Form of Notice Regarding
    Outside Serviced Trust Loan
	Exhibit GG	Specified Serviced Mortgage
    Loans
	Exhibit HH	Form of Notice of Purchase
    of Class [LOAN-SPECIFIC] Certificate
	Exhibit II	Asset Review Report
	Exhibit JJ	Asset Review Procedures
	[Exhibit KK]	[Form of Credit Risk
    Retention Compliance Agreement] [APPLICABLE TO OFFERINGS WITH CLOSING DATES ON AND AFTER DECEMBER 24, 2016]


 



    	-ii-



    	 



    







 





Pooling
and Servicing Agreement, dated as of [date], between Citigroup Commercial Mortgage
Securities Inc., as Depositor, [master servicer], as Master Servicer, [special
servicer], as Special Servicer, [operating advisor], as Operating Advisor,
[certificate administrator], as Certificate Administrator, [trustee],
as Trustee, and [Asset Representations Reviewer], as Asset Representations Reviewer. 


 


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 ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and a separate trust companion loan
interest in one commercial Mortgage Loan. As provided herein, the Certificate Administrator will elect that three segregated portions
of the Trust Fund (other than the Class [A] Specific Grantor Trust Assets, the Class [B] Specific Grantor Trust Assets, the Excess
Interest Grantor Trust Assets, the Class [C] Specific Grantor Trust Assets, the Class [EC] Specific Grantor Trust Assets and the
proceeds of the foregoing) be treated for federal income tax purposes as three separate REMICs (designated as the “Upper-Tier
REMIC”, the “Lower-Tier REMIC” and the “[Loan-specific]
Trust Subordinate Companion Loan REMIC”, respectively). The Regular Certificates and the Class [EC] Regular Interests
will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will be the sole
class of “residual interests” in the Upper-Tier REMIC.


 


There
are also (i) [__] classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (designated as the Class [UNCERTIFICATED
INTERESTS] Interests), 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.


 


The
Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class [R] Certificates will
represent both the Lower-Tier Residual Interest and the Upper-Tier Residual Interest.


 


The
parties intend that (i) the portion of the Trust Fund representing the Class [A-S] Specific Grantor Trust Assets, the Class [B]
Specific Grantor Trust Assets, the Class [C] Specific Grantor Trust Assets, the Class [EC] Specific Grantor Trust Assets, the
Excess Interest Grantor Trust Assets and the proceeds of the foregoing will be treated as assets of a grantor trust under subpart
E of Part I of subchapter J of the Code and (ii) the beneficial interests in such grantor trust will be represented by the Class [A]
Certificates, the Class [B] Certificates, the Class [C] Certificates, the Class [EC] Certificates and the Excess Interest Certificates.


 






    	 



    	 



    




 





[LOAN-SPECIFIC]
TRUST SUBORDINATE COMPANION LOAN REMIC


  


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





 


UPPER-TIER
REMIC


 


The
following table sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal
amount (the “Original Certificate Principal Amount”) or, in the case of the Class [X-A]
Certificates, notional amount (the “Original Notional Amount”), as applicable, for each Class of Certificates
and each Class [EC] Regular Interest comprising or evidencing the interests in the Upper-Tier REMIC created hereunder:


 


	Class Designation

        
	 	Approximate

                                         Initial

                                         Pass-Through Rate

                                         (per annum) 
	 	Original

                                         Certificate Principal Amount
                                         

                                         / Original Notional Amount 

	[Class [A-1]]	 	[_____]%	 	$[________]
	[Class [A-2]]	 	[_____]%	 	$[________]
	[Class [A-3]]	 	[_____]%	 	$[________]
	[Class [A-4]]	 	[_____]%	 	$[________]
	[Class [A-AB]]	 	[_____]%	 	$[________]
	[Class
    [X-A]](1)	 	[_____]%	 	$[________]
	[Class [A-S]] Regular Interest	 	[_____]%	 	$[________]
	[Class [B]]
    Regular Interest	 	[_____]%	 	$[________]
	[Class [C]]
    Regular Interest	 	[_____]%	 	$[________]
	[Class [D]]	 	[_____]%	 	$[________]
	[Class [E]]	 	[_____]%	 	$[________]
	[Class [F]]	 	[_____]%	 	$[________]
	[Class [G]]	 	[_____]%	 	$[________]
	[Class [H]]	 	[_____]%	 	$[________]
	[Class [R]](2)	 	N/A	 	N/A



 


 









	(1)	The Class [X-A] Certificates [repeat
    for each interest-only class] will not have a Certificate Principal Amount; rather, such Class of Certificates will
    accrue interest as provided herein on the related Notional Amount.


  






    	-2-



    	 



    

  


	 	(2)	The Class [R] Certificates will
    not have a Certificate Principal Amount or Notional Amount, will not bear interest and will not be entitled to distributions
    of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier Distribution Account and the Upper-Tier Distribution
    Account, after all required distributions under this Agreement have been made with respect to the Regular Certificates and
    the Class [EC] Regular Interests, will be distributed to the Holders of the Class [R] Certificates.


 


LOWER-TIER
REMIC


 


The
following table sets forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier
Regular Interest”) and its original Lower-Tier Principal Balance, and the corresponding component of the Class [X]
Certificates (the “Corresponding Component”) for each Class of Regular Certificates and each Class [EC] Regular
Interest. Each Class of Regular Certificates (other than the Class [X] Certificates) and each Class [EC] Regular Interest
constitutes the “Corresponding Certificates” with respect to that Class’ or Class [EC] Regular Interest’s
Corresponding Lower-Tier Regular Interest and Corresponding Component.


 


	Class Designation

        
	 	Corresponding

                                         Lower-Tier Regular Interest(1)(2)

        
	 	Original
                                         Lower-Tier 

                                         Principal Balance

        
	 	Corresponding
                                         

                                         Component(2)

        

	[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-AB]	 	[LA-AB]	 	$[________]	 	[Class A-AB]
	[Class A-S] Regular Interest	 	[LA-S]	 	$[________]	 	[Class A-S]
	[Class B] Regular Interest	 	[LB]	 	$[________]	 	N/A
	[Class C] Regular Interest	 	[LC]	 	$[________]	 	N/A
	[Class D]	 	[LD]	 	$[________]	 	N/A
	[Class E]	 	[LE]	 	$[________]	 	N/A
	[Class F]	 	[LF]	 	$[________]	 	N/A
	[Class G]	 	[LG]	 	$[________]	 	N/A
	[Class H]	 	[LH]	 	$[________]	 	N/A


 


 











	(1)	The interest rate of each Lower-Tier
    Regular Interest is the [WAC Rate].


 


	(2)	The Corresponding Lower-Tier Regular
    Interest and Corresponding Component with respect to any Class of Regular Certificates or any Class [EC] Regular Interest
    are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.


 


GRANTOR
TRUST


 


The
portions of the Trust Fund consisting of the Class [A-S] Specific Grantor Trust Assets, the Class [B] Specific Grantor Trust Assets,
the Class [C] Specific Grantor Trust Assets, the Class [EC] Specific Grantor Trust Assets and the Excess Interest 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 [A-S] Certificates shall represent 







    	-3-



    	 



    





undivided beneficial interests in the portion of
the Grantor Trust consisting of the Class [A-S] Specific Grantor Trust Assets. The Class [B] Certificates shall represent undivided
beneficial interests in the portion of the Grantor Trust consisting of the Class [B] Specific Grantor Trust Assets. The Class
[EC] Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class [EC]
Specific Grantor Trust Assets. The Class [C] Certificates shall represent undivided beneficial interests in the portion of the
Grantor Trust consisting of the Class [C] Specific Grantor Trust Assets. The Excess Interest Certificates shall represent undivided
beneficial interests in the portion of the Grantor Trust consisting of the Excess Interest Grantor Trust Assets. 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 any Trust REMIC.


 





The
following table sets forth the Class designation, the approximate initial Pass-Through Rate and the Original Certificate Principal
Amount for each Class of Exchangeable Certificates representing a beneficial ownership interest in one or more of the Class [EC]
Regular Interests:


 


	Class Designation

        
	 	Approximate
                                         Initial 

                                         Pass-Through Rate 

                                         (per annum) 
	 	Original
                                         Certificate 

                                         Principal Amount

        

	Class [A-S](1)	 	[_____]%	 	$[_____]
	Class [B](2)	 	[_____]%	 	$[_____]
	Class [EC](3)	 	N/A(4)	 	$[_____]
	Class [C](5)	 	[_____]%	 	$[_____]


 





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


  


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


 





	 	(3)	The Class [EC] Certificates represent
    a beneficial ownership interest in the Class [A-S]-EC Percentage Interest of the Class [A-S] Regular Interest, the Class [B-EC]
    Percentage Interest of the Class [B] Regular Interest and the Class [C-EC] Percentage Interest of the Class [C] Regular Interest.


  


	 	(4)	The Class [EC] Certificates will not
    have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class [EC] Percentage
    Interest of the Class [EC] Regular Interests.


 





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


 






    	-4-



    	 



    

 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $[__________]. The principal
balance of the Trust Subordinate Companion Loan as of the Cut-off Date was approximately $[__________].


 





In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, 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.





 


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


 


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


 


“AB
Loan Combination”: A Loan Combination that includes a Subordinate Companion Loan. [There are no AB Loan Combinations
related to the Trust and all references in this Agreement to “AB Loan Combinations” shall be disregarded.][The only
AB Loan Combination related to the Trust as of the Closing is the [_______] Loan Combination.]


  


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination),
any Default arising when the 


 






    	-5-



    	 



    

  


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) (or, with respect to the Trust AB Loan Combination,
and prior to the occurrence and continuance of any related AB Control Appraisal Period, with the consent of the related Subordinate
Loan-Specific Directing Certificateholder to the extent required under the related intercreditor agreement) (or, with respect
to a Serviced AB Loan Combination, and prior to any related AB Control Appraisal Period, with the consent of the related AB Loan
Combination Controlling Holder to the extent required under the related intercreditor agreement), 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 (or with respect to the Trust AB Loan Combination,
and prior to any related AB Control Appraisal Period, with the consent of the related Subordinate Loan-Specific Directing Certificateholder
to the extent required under the related intercreditor agreement) (or, with respect to a Serviced AB Loan Combination, the AB
Loan Combination Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related intercreditor
agreement) shall have no more than 30 days to respond to the Special Servicer’s request for such consent; 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 related Subordinate Loan-Specific Directing
Certificateholder or any applicable AB Loan Combination Controlling Holder, as applicable, 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.


 





“Acceptance
Notice”: As defined in Section 3.32(g) of this Agreement.


  


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


 

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


 



    	-6-



    	 



    

   


“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
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, (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 and the Depositor and federal, state and local
taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated
expense of the Trust Fund that is not covered by an Advance and for which there is no corresponding collection from a Mortgagor.


 


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







    	-7-



    	 



    





Advance made to cover a delinquent Applicable Periodic
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. 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. 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.


 


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, taking into account
the nature of its business, to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable,
and (2) that the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates from such Affiliate. Under
such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information
exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, on the other; (ii) such
policies and procedures restricting the flow of information operate in both directions so as to include (a) policies and
procedures against the disclosure of Confidential Information from the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor or the Trustee, as applicable, to such Affiliate and (b) policies and procedures
against the disclosure of information regarding Investments in Certificates from such Affiliate to the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable; (iii) the senior
management personnel of such Affiliate who have obtained Confidential Information in the course of their exercise of general managerial
responsibilities may not participate in or use that information to influence Investment Decisions with respect to the Certificates,
nor may they pass that information to others for use in such activities; and (iv) such senior management personnel who have
obtained information regarding Investments in the course of their exercise of general managerial responsibilities may not use
that information to influence servicing recommendations.


 

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


 



    	-8-



    	 



    

  






  


“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”: 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(g) and Section 8.02(h), respectively, of this
Agreement.


  


“Applicable
Periodic Payment”: For any Mortgage Loan (including an Outside Serviced Trust Loan) with respect to any month (including
any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Periodic 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 Periodic Payment, interest shall be calculated at the Mortgage Rate
less the Servicing Fee Rate; and provided, further, that for purposes of determining the amount of any P&I Advance,
the Periodic 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.


 


“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, Trust
Subordinate Companion Loan or Trust AB Loan Combination, if applicable) as to which an Appraisal Reduction Event has occurred
and an Appraisal Reduction Amount is required to be calculated by the Special Servicer (prior to the occurrence of a Consultation
Termination Event in consultation with the Directing Holder 







    	-9-



    	 



    

 




and, after the occurrence and during the continuance of a [Control
Termination Event][Operating Advisor Consultation Event], in consultation with the Operating Advisor), an amount (subject to the
operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal
Balance of such Serviced Mortgage Loan (or Serviced Loan Combination, Trust Subordinate Companion Loan or Trust AB 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, Trust Subordinate Companion Loan or Trust AB 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, Trust Subordinate Companion Loan or Trust AB 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, Trust Subordinate
Companion Loan or Trust AB Loan Combination) (which taxes, premiums, ground rents and other amounts have not been the subject
of an Advance by the Master 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 the definition thereof using reasonable efforts to deliver such information within four (4) Business
Days of the Special 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 delivery 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 







    	-10-



    	 



    





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 Periodic 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, Trust Subordinate Companion Loan or Trust AB 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 Periodic Payments and (b) no other Appraisal Reduction Event has occurred
and is continuing.


  


Appraisal
Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate
Companion Loan (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 Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.







    	-11-



    	 



    







 


Notwithstanding
the foregoing, with respect to each Outside Serviced Trust 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 Trust 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, Serviced Loan Combination, Trust Subordinate Companion Loan and
Trust AB Loan Combination, the earliest of (i) the date on which such Serviced Loan becomes a Modified Asset, (ii) the
date on which such Serviced Loan, Companion Loan or Trust Subordinate Companion Loan is 60 days or more delinquent in respect
of any Periodic Payment, except for a Balloon Payment, (iii) 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 clause B below) 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, Companion Loan or Trust Subordinate Companion 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 Principal Amount of all Classes of Principal Balance Certificates (other than the Class [A-1],
Class [A-2], Class [A-3], Class [A-4] 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.



 

“Appraised
Value”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property
securing an Outside Serviced Trust Loan), 



 





    	-12-



    	 



    







 


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 Trust Loan, the appraised value allocable thereto, as
determined pursuant to the Outside Servicing Agreement.


 


“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


 


“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) of this Agreement


 


“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”: [Asset Representations Reviewer], a [_______________],
and its successors-in-interest.


 
 


“Asset Representations
Reviewer Fee”: As defined in Section 11.02 of this Agreement.


 


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


 


“Asset
Review”: A review of the compliance of each Delinquent Mortgage Loan with certain 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(b) of this Agreement.


 


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


 


“Asset
Review Report”: A report setting forth the results of an Asset Review substantially in the form attached hereto as Exhibit
[II].


  


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



 






    	-13-



    	 



    





 





“Asset
Review Trigger”: Any time that either (1) Mortgage Loan having an aggregate outstanding principal balance of [__]% or
more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the
Trust as of the end of the applicable Collection Period are Delinquent Mortgage Loans, or (2) at least [__][insert number that
is [__]% by initial number of Mortgage Loans as of the Closing Date] Mortgage Loans are Delinquent Mortgage Loans as of the end
of the applicable Collection Period and the aggregate outstanding principal balance of such Delinquent Mortgage Loans constitutes
at least [__]% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)
held by the Trust as of the end of the applicable Collection Period.


 


“Asset
Review Vote Election”: As defined in Section 11.01(a) of this Agreement


 


“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.


 


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


 


“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 Serviced Companion Loan Holder) pursuant to 







    	-14-



    	 



    


 


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.


 


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


 


(a)        
the aggregate amount of all cash received on the Mortgage Loans and any REO Property that is 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 [allocable to
the Trust Subordinate Companion Loan or otherwise] held for the benefit of the holder of any related Companion Loan) [or the Lower-Tier
REMIC Distribution Account] as of [the close of business on the Business Day immediately preceding] the Master Servicer Remittance
Date, exclusive of any portion of the foregoing that represents (without duplication): 


 


(i)           
Periodic Payments that are due on a Due Date that occurs after the end of the related Collection Period;


  


(ii)         
payments (scheduled or otherwise) of principal (including prepayments) and interest, net liquidation proceeds, net insurance proceeds
and net condemnation proceeds and other unscheduled recoveries that were received [after the related Determination Date [(other
than the monthly remittance on the Outside Serviced Mortgage Loans or the Issuing Entity’s interest in any related REO Property
contemplated by clause (b) of this definition];


 


(iii)          amounts
in the Collection Account [or Lower-Tier REMIC Distribution Account] that are due or reimbursable to any person other than the
Certificateholders;


  


(iv)         
with respect to each [Actual/360 Loan] and any Distribution Date occurring in January (other than during a leap year) or February
of any calendar year (unless such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent
those funds are on deposit in the Collection Account;


 


(v)           
Excess Interest allocable to the Mortgage Loans [that are ARD Loans] (which is separately distributed to holders of the Class
[ARD] certificates);


 


(vi)         
Yield Maintenance Charges and prepayment premiums;


 


(vii)        
amounts deposited in the Collection Account [or the Lower-Tier REMIC Distribution Account] in error; and/or  


 



    	-15-



    	 



    
 


(viii)      
late payment charges or accrued interest on a Mortgage Loan allocable to the default interest rate for such Mortgage Loan, to
the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related Mortgage Loan;







 


               (b)           
if and to the extent not already included in clause (a) of this definition, [(i)] the aggregate amount allocable to the Mortgage
Loans transferred from the REO Account to the Collection Account for such Distribution Date [and (ii) the remittance received
on the Outside Serviced Mortgage Loans or the Issuing Entity’s interest in any related REO Property in the month of such
Distribution Date, to the extent that each such transfer is made or such remittance is received by the close of business on the
Business Day immediately preceding the related Master Service Remittance Date];


 


(c)          
all Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution
Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Distribution Date (net
of certain amounts that are due or reimbursable to persons other than the Certificateholders); and


 


(d)          
with respect to each [Actual/360 Loan] and any Distribution Date occurring in each March (or February, if such Distribution Date
is the final Distribution Date), the related Withheld Amounts as required to be deposited in the [Lower Tier REMIC Distribution
Account].


 


Notwithstanding
the investment of funds held in the Collection Account or the Lower Tier 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, Serviced Companion Loan or Trust Subordinate 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 Periodic 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 Periodic Payment.


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class [A-1],
Class [A-2], Class [A-3], Class [A-4], Class [A-AB] and Class [D] Certificates or any Class [EC] Regular
Interest, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of
Certificates or Class [EC] Regular Interest 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



 






    	-16-



    	 



    





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 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.


 


“Beneficial
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the 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 Beneficial 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 Beneficial Owner hereunder.


 


“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.


 


“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 [___________], the cities in which the principal offices of the Operating
Advisor, the Master Servicer or the Special Servicer are located, or the city in 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).


 






    	-17-



    	 



    




 


“Certificate”:
Any Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB], Class [X-A], Class [A-S],
Class [B], Class [EC], Class [C], Class [D], Class [E], Class [F], Class [G], Class [H], Class [ARD],
Class [R] Certificate and Class [LOAN-SPECIFIC] Certificates issued, authenticated and delivered hereunder.


 





“Certificate
Administrator”: [certificate administrator], a [________________], 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 [website].


  


“Certificate
Balance”: With respect to any class of Principal Balance Certificates, any Trust Component, the [LOAN-SPECIFIC CLASS]
Certificates and the Class [EC] Certificates, as applicable, outstanding at any time represents the maximum amount that its holders
(or, in the case of a Trust Component, the Holders of Exchangeable Certificates and Class [EC] Certificates evidencing an interest
in that Trust Component) are then entitled to receive as distributions allocable to principal from the cash flow on the Mortgage
Loans and the other assets in the issuing entity over time, all as described in this prospectus. On each Distribution Date, the
Certificate Balance of each class of Principal Balance Certificates, each Trust Component and the [LOAN-SPECIFIC CLASS] Certificates,
as applicable, will be reduced by any distributions of principal actually made on, and by any Realized Losses actually allocated
to, that class of Principal Balance Certificates, that Trust Component or the [LOAN-SPECIFIC CLASS] Certificates, as applicable,
on that Distribution Date. The Certificate Balance of the Class [EC] Certificates from time to time will equal the excess, if
any, of the aggregate of the Certificate Balances of the Trust Components over the aggregate of the Certificate Balances of the
Exchangeable Certificates.


 





“Certificate
Factor”: With respect to any Class of Regular Certificates and any Class [EC] Regular Interest, 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 Principal Amount
or the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal Amount or
the initial Notional Amount, as the case may be.


  


[“Certificate
Owner”: The beneficial owner of a certificate held in book-entry form.]


 





“Certificate
Principal Amount”: With respect to any Class of Sequential Pay Certificates, Class [EC] Regular Interest or Class
[loan-specific] Certificates, as applicable, (a) as of any date of determination
on or prior to the first Distribution Date, an amount (adjusted in the case of any Class of Class [A-S], Class [B] and Class [C]
Certificates to take into account 







    	-18-



    	 



    





any Certificate exchanges pursuant to Section 5.12 of this Agreement from and including
the Closing Date up to and including such date of determination) equal to the aggregate initial Certificate Principal Amount of
such Class of Sequential Pay Certificates or such Class [EC] Regular Interest, as specified in the Preliminary Statement
hereto, and (b) as of any date of determination after the first Distribution Date, an amount (adjusted in the case of any
Class of Class [A-S], Class [B] and Class [C] Certificates to take into account any Certificate exchanges pursuant to Section
5.12 of this Agreement after the Distribution Date immediately prior to such date of determination up to and including such
date of determination) equal to the Certificate Principal Amount of such Class of Sequential Pay Certificates or such Class [EC]
Regular Interest 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
Principal Amount on such prior Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph
of Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed
out of collections of principal on the Mortgage Loans. The Certificate Principal Amount of the Class [EC] Component [A-S] shall
at all times equal the Class [A]-EC Percentage Interest of the Certificate Principal Amount of the Class [A-S] Regular Interest.
The Certificate Principal Amount of the Class [PEZ Component B] shall at all times equal the Class [B]-EC Percentage Interest
of the Certificate Principal Amount of the Class [B] Regular Interest. The Certificate Principal Amount of the Class [PEZ Component
C] shall at all times equal the Class [C]-EC Percentage Interest of the Certificate Principal Amount of the Class [C] Regular
Interest. The Certificate Principal Amount of the Class [EC] Certificates shall at all times equal the aggregate Certificate Principal
Amount of the Class [EC] Components.


 


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


 


[“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate Register; provided, however, that solely for the
purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate
registered in the name of or beneficially owned by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a manager of a Mortgaged Property, a borrower, a mezzanine lender for which an event
has occurred that would permit acceleration or who has commenced foreclosure proceedings or any affiliate of any of such Persons
will 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, however, that the foregoing restrictions will not apply in the case of the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of
any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation
or limit its obligations in the named capacities under this Agreement or waive a Servicer Termination Event
or trigger an Asset Review with respect to such Mortgage Loan; provided, further, that [so long as there is no Servicer
Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or
such Affiliate of either will be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed
to adversely affect such party’s compensation or increase its obligations or liabilities under this 



 






    	-19-



    	 



    

 

Agreement];
and provided, further, that such restrictions will not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s
or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided
an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow
of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable.]


 





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


 


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate
Administrator, as applicable, with an executed Investor Certification.


 


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


 


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


 


“CGMRC”:
Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.


 


“CGMRC
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of [date],
by and between CGMRC and the Depositor.


 


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


 


“Class
[A] Percentage Interest”: The quotient of the Certificate Balance of the Class [A] Certificates divided by the Certificate
Balance of the Class [A] Trust Component. As of the Closing Date, the Class [A] Percentage Interest will be [100.0]%.


 


“Class
[A] Trust Component”: An interest issued as a regular interest in the Upper Tier REMIC with a Pass-Through Rate that
is the same as the Pass-Through Rate on the Class [A] Certificates. The Class [A] Certificates will represent beneficial ownership
of the Class [A] Percentage Interest of the Class [A] Trust Component, and the Class [EC] certificates will represent beneficial
ownership of, among other things, the Class [A]-EC Percentage Interest of the Class [A] Trust Component. The Class [A] Trust Component
will be held in the Grantor Trust.


 


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


 





    	-20-



    	 



    




 


“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.


 


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


 


“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 [_____]%.


 





“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 [______]%.


 


“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 [______]%.


 


“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-5 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 [_____]%.


 


“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.






    	-21-



    	 



    




 


“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-[7] hereto. The Class [A-S] Certificates represent undivided
beneficial interests in the Class [A-S] Specific Grantor Trust Assets.


 


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


 


“Class
[A-S] Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [A-S] Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this
Agreement in respect of the Class [A-S] Regular Interest on such Distribution Date.


 


“Class [A-S]
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to [the WAC Rate less [______]%].


 


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


 


“Class
[A-S] Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [A-S] Percentage Interest and (ii) the Class [A-S] Regular Interest Principal Distribution Amount for such Distribution
Date.


 


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


 


“Class
[A-S] Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount
of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly
made on or in respect of the Class [A-S] Regular Interest with respect to such Distribution Date.


 


“Class
[A-S] Regular Interest Pass-Through Rate”: The Class [A-S] Pass-Through Rate.


 


“Class
[A-S] Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the
amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class [A-S] Regular
Interest on such Distribution Date.


 


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


 






    	-22-



    	 



    

  


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


 


“Class [ARD]
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 and evidencing an undivided beneficial interest
in the Excess Interest Grantor Trust Assets. The Class [ARD] Certificates have no Pass-Through Rate, Certificate Principal
Amount or Notional Amount.


 


“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-8 hereto. The Class [B] Certificates represent undivided beneficial
interests in the Class [B] Specific Grantor Trust Assets.


 


“Class
[B] Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [B] Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement
in respect of the Class [B] Regular Interest on such Distribution Date.


 


“Class [B]
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to [the WAC Rate].


 


“Class
[B] Percentage Interest”: The quotient of the Certificate Balance of the Class [B] Certificates divided by the Certificate
Balance of the Class [B] Trust Component. As of the Closing Date, the Class [B] Percentage Interest will be [100.0]%.


 


“Class
[B] Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [B] Percentage Interest and (ii) the Class [B] Regular Interest Principal Distribution Amount for such Distribution
Date.


 


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


 


“Class
[B] Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of
all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly
made on or in respect of the Class [B] Regular Interest with respect to such Distribution Date.


 


“Class
[B] Regular Interest Pass-Through Rate”: The Class [B] Pass-Through Rate.


 


“Class
[B] Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to


 






    	-23-



    	 



    

 


Section 4.01(b) of this Agreement in respect of the Class [B] Regular Interest
on such Distribution Date.


 


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


 


“Class
[B] Trust Component”: An interest issued as a regular interest in the Upper Tier REMIC with a Pass-Through Rate that
is the same as the Pass-Through Rate on the Class [B] Certificates. The Class [B] Certificates will represent beneficial ownership
of the Class [B] Percentage Interest of the Class [B] Trust Component, and the Class [EC] Certificates will represent beneficial
ownership of, among other things, the Class [B]-EC Percentage Interest of the Class [B] Trust Component. The Class [B] Trust Component
will be held in the Grantor Trust.


 


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


 


“Class [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-10 hereto. The Class [C] Certificates represent undivided beneficial
interests in the Class [C] Specific Grantor Trust Assets.


 





“Class
[C] Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [C] Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement
in respect of the Class [C] Regular Interest on such Distribution Date.


  


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


 





“Class
[C] Percentage Interest”: The quotient of the Certificate Balance of the Class [C] Certificates divided by the Certificate
Balance of the Class [C] Trust Component. As of the Closing Date, the Class [C] Percentage Interest will be [100.0]%.


 


“Class
[C] Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the
Class [C] Percentage Interest and (ii) the Class [C] Regular Interest Principal Distribution Amount for such Distribution Date.


 


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


 









    	-24-



    	 



    

  



“Class [C] Regular
Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal
and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in
respect of the Class [C] Regular Interest with respect to such Distribution Date.


 


“Class [C] Regular
Interest Pass-Through Rate”: The Class [C] Pass-Through Rate.


 


“Class [C] Regular
Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal
distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class [C] Regular Interest on such Distribution
Date.


 


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


 


“Class [C] Trust
Component”: An interest issued as a regular interest in the Upper Tier REMIC with a Pass-Through Rate that is the same
as the Pass-Through Rate on the Class [C] Certificates. The Class [EC] Certificates will represent beneficial ownership of the
Class [C] Percentage Interest of the Class [C] Trust Component, and the Class [C] Certificates will represent beneficial ownership
of, among other things, the Class [C]-EC Percentage Interest of the Class [C] Trust Component. The Class [C] Trust Component will
be held in the Grantor Trust.


 


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


 


“Class [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-11 hereto.


 


“Class [D] Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to [the WAC Rate].


 


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


 


“Class [EC] 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. The Class [EC] Certificates represent undivided beneficial interests in the Class
[EC] Specific Grantor Trust Assets.


 



    	-25-



    	 



    




 


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


 


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


 


“Class [EC] Component
[A-S] Principal Amount”: The product of the Class [A-S]-EC Percentage Interest and the Certificate Principal Amount of
the Class [A-S] Regular Interest.


 


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


 


“Class [EC] Component
[B] Principal Amount”: The product of the Class [B-PEZ] Percentage Interest and the Certificate Principal Amount of the
Class [B] Regular Interest.


 


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


 


“Class [EC] Component
[C] Principal Amount”: The product of the Class [C-EC] Percentage Interest and the Certificate Principal Amount of the
Class [C] Regular Interest.


 


“Class [EC] Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the
Class [A-S]-EC Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement
in respect of the Class [A-S] Regular Interest on such Distribution Date, (ii) the product of (a) the Class [B]-EC Percentage Interest
and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class [B] Regular
Interest on such Distribution Date and (iii) the product of (a) the Class [C]-EC Percentage Interest and (b) the amount of interest
distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class [C] Regular Interest on such Distribution
Date.


 


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


 


“Class [EC] Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the
Class [A-S]-EC Percentage Interest and (b) the Class [A-S] Regular Interest Principal Distribution Amount for such Distribution
Date, (ii) the product of (a) the Class [B]-EC Percentage Interest and (b) the Class [B] Regular Interest Principal Distribution
Amount for such Distribution Date and (iii) the product of (a) the Class [C]-EC Percentage Interest and (b) the Class [C] Regular
Interest Principal Distribution Amount for such Distribution Date.


 


“Class [EC] Regular
Interests”: The Class [A-S], Class [B] and Class [C] Regular Interests. 


 



    	-26-



    	 



    

 





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


 


“Class [F] 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 [F] Transfer”:
As defined in Section 6.09(h) of this Agreement.


 


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


 


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


 


“Class [H] 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.


 


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


 


“Class [IO] Certificate”:
A Certificate designated as “Class [X-A]” on the face thereof, in the form of Exhibit A-[6] hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions. [INCLUDE FOR EACH CLASS OF INTEREST-ONLY
CERTIFICATES]


 


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


 


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


 


“Class [loan-specific]
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. The Class [LOAN-SPECIFIC] Certificate evidences a


 






    	-27-



    	 



    

 


“regular
interest” in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC for purposes of the REMIC provisions, which relates
solely to the Trust Subordinate Companion Loan.


 


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


 


“Class [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-16 hereto. The Class [R] Certificates have no Pass-Through Rate, Certificate Principal Amount
or Notional Amount.


 


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


 


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


 


“Class [X] Strip
Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to (i) the WAC Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“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”:
[date].


 


“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 governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s). [The only Co-Lender
Agreements related to the Trust as of the Closing Date are the [_____________________] Co-Lender Agreement]].


 


“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.


 


“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 “[master
servicer], as Master Servicer on behalf of [trustee], as Trustee, for the
benefit of the registered holders of [__________________],” and which must be an Eligible Account.


 






    	-28-



    	 



    

 


“Collection Period”:
With respect to each Distribution Date [and any Mortgage Loan or Companion Loan will be the period commencing 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 Due Date for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution
Date occurs]. [Notwithstanding the foregoing, in the event that the last day of a Collection Period for any Distribution Date and
any Mortgage Loan or Companion Loan is not a Business Day, any Periodic Payment received with respect to that Mortgage Loan or
Companion Loan on the Business Day immediately following such last day will be deemed to have been received during such Collection
Period and not during any other Collection Period].


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
Any mortgage loan that is part of a Loan Combination but is not an asset of the Trust. The only Companion Loans related to the
Trust as of the Closing Date are the [_______________].


 


“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 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.


 






    	-29-



    	 



    

 


“Component”:
With respect to the Class [X-A] Certificates, the Class [A-1] Component, Class [A-2] Component, Class [A-3] Component, Class [A-4]
Component, Class [A-AB] Component and Class [A-S] 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 Trust 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 Trust 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 Trust
Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Confidential Information”:
With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor the Certificate Administrator,
and the Trustee, all material non-public information obtained in the course of and as a result of such Person’s performance
of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or Serviced Loan Combination), any
Mortgagor and any Mortgaged Property, unless such information (i) was already in the possession of such Person prior to being disclosed
to such Person, (ii) is or becomes available to such Person from a source other than its activities as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, or (iii) is
or becomes generally available to the public other than as a result of a disclosure by the Master Servicer Servicing Personnel,
the Special Servicer Servicing Personnel, the Operating Advisor Personnel, the Certificate Administrator Personnel or the Trustee
Personnel.


 


“Consent Fees”:
With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval required
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 Termination
Event”: The event that (i) occurs when none of the Classes of Control Eligible Certificates has an outstanding Certificate
Principal Amount, without regard to the allocation of any Appraisal Reduction Amounts, that is equal to or greater than 25% of
the initial Certificate Principal Amount 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 aggregate Certificate Principal Amount of each Class of Certificates (other than the Control Eligible
Certificates) (without regard to the allocation of Appraisal Reduction Amounts) has been reduced to zero.


 


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


 






    	-30-



    	 



    

 


“Control Termination
Event”: The event that (i) occurs when none of the Classes of Control Eligible Certificates has an outstanding Certificate
Principal Amount (as notionally reduced by any Appraisal Reduction Amounts 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 Principal Amount 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 aggregate Certificate Principal Amount of each Class
of Certificates (other than the Control Eligible Certificates) (without regard to the allocation of Appraisal Reduction Amounts)
has been reduced to zero.


 


“Controlling Class”:
As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a Certificate
Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section
3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or if no Class of
Control Eligible Certificates meets the preceding requirement, the Class [F] Certificates; provided, however, that
(at any time that the aggregate Certificate Principal Amount of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB],
Class [D] and Class [E] Certificates and the Class [EC] Regular Interests has been reduced to zero without regard to the allocation
of Appraisal Reduction Amounts) (a) in the case of any Class of Control Eligible Certificates to which the designation of “Controlling
Class” would otherwise shift by operation of this definition, where the Certificate Principal Amount of such Class of Control
Eligible Certificates has been reduced to zero (without regard to the allocation of Appraisal Reduction Amounts) prior to such
shift, then designation of “Controlling Class” shall not shift and shall remain with the Class of Control Eligible
Certificates currently designated as the Controlling Class, and (b) in the case of any Class of Control Eligible Certificates which
is then designated the “Controlling Class”, if the Certificate Principal Amount of such Class of Control Eligible Certificates
is reduced to zero (without regard to the allocation of Appraisal Reduction Amounts), then the designation of “Controlling
Class” shall shift to the Class of Control Eligible Certificates that is the most subordinate and that also has a remaining
Certificate Principal Amount. The Controlling Class as of the Closing Date will be the Class [H] Certificates.


 


“Controlling Class
Certificateholder”: Each Holder (or Beneficial 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 Principal Amount, as identified by notice to the Certificate Registrar
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 and the Trustee and the Certificate Administrator; 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 Principal Amount 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 Principal Amount
of the


 






    	-31-



    	 



    

 


Controlling
Class as identified to the Certificate Registrar; provided, however, that, in the case of the preceding proviso,
in the event two or more holders (collectively, the “Subject Holders”) each owns Certificates representing the same
aggregate Certificate Principal Amount of the Controlling Class that is, in each case, larger than the aggregate Certificate Principal
Amount of the Controlling Class owned by any other particular holder besides the Subject Holders, then the Controlling Class Representative
shall be the Subject Holders acting unanimously (and for the avoidance of doubt, if both or all of the Subject Holders do not
act unanimously in accordance with this proviso, any direction and/or consent received will not apply and the deemed consent provisions
in this Agreement will be applicable).


 


The initial Controlling Class
Representative on the Closing Date shall be [________________], on behalf of one or more managed funds or accounts, and the Certificate
Registrar and the other parties to this Agreement shall be entitled to assume [________________], on behalf of one or more managed
funds or accounts is the Controlling Class Representative on behalf of the Controlling Class Certificateholder, until the Certificate
Registrar receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that [________________],
on behalf of one or more managed funds or accounts is no longer the Holder (or Beneficial 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 [address], Attention: [______________], (ii) the Certificate Administrator is
located, for certificate transfer purposes, at [address], Attention: [______________],
and for all other purposes, except as specifically set forth herein, [address],
Attention: [______________].


 


“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 Regular Certificates, Class [EC] Regular Interest or Lower-Tier
Regular Interest.


 


“Corresponding Lower-Tier
Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class
[EC] Regular Interest 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


 






    	-32-



    	 



    

 


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.


 






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


 


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


 


“CREFC®
Delinquent Loan Status Report”: 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
the Trust Subordinate Companion Loan and for any Distribution Date, an amount accrued during the related Interest Accrual Period


 






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at
the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the
CREFC® Intellectual Property Royalty License Fee shall be payable from the [loan-specific]
Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC or Grantor Trust, as applicable.


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan,
a rate equal to [0.0005]% 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 seven electronic 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 and (vii) CREFC® Special Servicer Loan
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®






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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.


“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 and the Trust Subordinate
Companion Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


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


“CREFC®
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






    	-36-



    	 



    

 


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 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®
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.






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


“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.


“Cross-Over
Date”: The Distribution Date on which the Certificate Principal Amount of each Class of Principal Balance Certificates
(other than the Class [A-1], Class [A-2],






    	-38-



    	 



    

 


Class [A-3],
Class [A-4] and Class [A-AB] Certificates and other than the Exchangeable Certificates) and each Class [EC] Regular
Interest is (or will be) reduced to zero due to the application of Realized Losses.


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


“Custodian”:
Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Trustee is 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 or
any Affiliate thereof.


“Cut-Off
Date”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan, as applicable, the Due Date in [date]
for that Mortgage Loan and Trust Subordinate Companion Loan.


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


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan (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 Periodic Payments (other than
any Balloon Payment) 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 Periodic Payment will be calculated (for purposes of this definition only) to include
interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


“Default”:
An event of default under the 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 the Mortgage Loan (or Serviced Loan Combination,
if applicable).


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






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


“Defaulted
Loan”: A Serviced Loan (i) that is delinquent at least sixty days in respect of its Periodic Payments or delinquent
in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace
period permitted by the related Mortgage or 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.


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


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


“Depositor’s
Rule 17g-5 Website”: A website to be maintained (or caused to be maintained) by the Depositor in order to comply with
Exchange Act Rule 17g-5.






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“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
Servicing Documents”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or the Trust Subordinate
Companion Loan, if applicable, collectively the following documents:


(1)           (A) a
copy of the executed Note for such Mortgage Loan (or, alternatively, if the original executed Note has been lost, a copy of a lost
note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the
executed Note for the related Companion Loan;


(2)          
a copy of the related Loan Agreement, if any;


(3)          
a copy
of the Mortgage;


(4)          
a copy
of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;


(5)          
any
pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance policy
and environmental policy) or a marked up commitment therefor;


(6)          
a copy
of any related title insurance policy or a marked up commitment therefor;


(7)          
a copy
of any environmental insurance policy or a marked up commitment therefor;


(8)          
legal
description of the related Mortgaged Property;


(9)          
a copy
of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the
Loan Agreement and the Mortgage);


(10)         a
copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage),
if any;


(11)         a
copy of the closing statement and/or sources and uses statement;


(12)         the
related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any liability
to the related Mortgage Loan Seller);






    	-41-



    	 



    

(13)         the
related Mortgagor tax ID;


(14)         a
PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;


(15)         a
copy of an approved operating budget, if applicable;


(16)         a
copy of the related Ground Lease relating to such Mortgage Loan (or Serviced Loan Combination, if applicable), if any; and


(17)         in
the case of a Serviced Loan Combination, a copy of the related Co-Lender Agreement.


“Determination
Date”: With respect to any Distribution Date, the [_____] day of the calendar month of the related Distribution Date
or, if the [_____] day is not a Business Day, the next Business Day, commencing in [date].


“Diligence
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 or
Serviced Loan Combinations that were delivered by the applicable Mortgage Loan Seller in connection with the transfer of the applicable
Mortgage Loan to the Trust, including but not limited to appraisals, environmental reports, engineering reports, legal opinions,
the applicable Mortgage Loan Seller’s asset summary, copies of all property insurance policies for the Mortgaged Property,
credit reports, surveys, zoning reports, tenant estoppel certificates, financial statements of borrower and any guarantor, operating
statements for the mortgaged property or properties, UCC searches, litigation searches and bankruptcy searches, in each case, to
the extent that the originator received such in connection with the origination of the Mortgage Loan; provided that no information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents, privileged or internal communications,
credit underwriting or due diligence analysis will constitute part of the Diligence File.


“Directing
Holder”: (a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination, 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 the completion of a building or
improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust
Fund, shall not be considered to Directly Operate an REO Property solely because the Special






    	-42-



    	 



    

 


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 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 Special Servicing Compensation which is payable to the
Special Servicer under this Agreement, and (2) any Permitted Special Servicer/Affiliate Fees.


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


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






    	-43-



    	 



    

 


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 Distribution Account, the Upper-Tier Distribution Account, the Exchangeable Distribution
Account, the [loan-specific] REMIC Distribution Account and the Excess Interest
Distribution Account, each of which may be subaccounts of a single Eligible Account.


“Distribution
Date”: The [____] Business Day following the Determination Date in each month, commencing in [date].
The first Distribution Date shall be [date].


“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.


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


“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 Principal Balance of the Mortgage Pool initially included in
the Trust Fund.


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


“EDGAR-Compatible
Format”: 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), 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
[RA1] 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 “[__]” by [RA1] or, if applicable, the short-term rating equivalent thereof, which is at least “[__]”
by [RA1]), (ii) an account or accounts maintained with [financial institution]
or [financial institution] so long as [financial
institution]’s or [financial institution]s, as applicable, long-term
unsecured debt






    	-44-



    	 



    

 


rating
or deposit account rating shall be at least “[__]” by [RA1] (if the deposits are to be held in the account for more
than 30 days) or [financial institution]’s or [financial
institution]’s, as applicable, short-term deposit account or short-term unsecured debt rating shall be at least “[__]”
by [RA1] (if the deposits are to be held in the account for 30 days or less), (iii) (a) solely with respect to the escrow
accounts and reserve accounts, an account or accounts maintained at [financial institution]
provided that [financial institution]’s long-term unsecured debt rating
is at least “[__]” by [RA1] and the aggregate amounts in such escrow and reserve accounts do not exceed 10% of aggregate
stated principal balance of all the Mortgage Loans and Serviced Companion Loans and (b) with respect to any account other than
the escrow accounts and reserve accounts, an account or accounts maintained at [financial
institution] provided that (1) [financial institution]’s long-term
unsecured debt rating is at least “[__]” by [RA1] if the deposits are to be held in such account for more than 30
days and (2) [financial institution]’s short-term unsecured debt rating is
at least “[__]” by [RA1] if the deposits are to be held in such account for 30 days or less, (iv) 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, and the long-term unsecured debt obligations of which are rated at least “[__]” by
[RA1], (v) 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) - (iv) 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) - (iv) 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) has not been a special servicer, operating advisor or asset
representations reviewer on a transaction for which [RATING AGENCIES] has qualified, downgraded or withdrawn its rating or ratings
of, one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer,
operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make
the representations and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Mortgage Loan Seller,
Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder or any of their
respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence 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 or 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) 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






    	-45-



    	 



    

 


interest
in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer
and except as set forth in [Section 12.09].]


 



“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 can and will make the
representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not (and is not affiliated
with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller,
the Controlling Class Representative, 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, and (iv) 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 (e) 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.][APPLICABLE TO OFFERINGS WITH CLOSING DATES ON AND AFTER DECEMBER 24, 2016
THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST.]



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


“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 [loan-specific], Class [F], Class [G] or
Class [H] 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(m) 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.






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“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, interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related 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 Grantor Trust Assets. The Class [ARD] 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 “[certificate
administrator], as Certificate Administrator, on behalf of [trustee],
as Trustee, for the benefit of the registered Holders of [__________________] – 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 Interest
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest Distribution
Account and amounts held from time to time in the Excess Interest Distribution Account.


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan (and, in the case of the Trust AB Loan Combination, the Trust Subordinate
Companion Loan), the excess of (i) Liquidation Proceeds of that Mortgage Loan (and, in the case of the Trust AB Loan Combination,
the Trust Subordinate Companion 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 (and, in the case of the Trust AB Loan Combination, the Trust Subordinate Companion Loan) on the Due Date
immediately following the date on which such proceeds were received. With respect to any Outside Serviced Trust Loan, Excess Liquidation
Proceeds shall mean such Outside Serviced Trust Loan’s pro rata share of any “Excess Liquidation Proceeds”
determined in accordance with the applicable






    	-47-



    	 



    

 


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 “[Certificate
Administrator], as Certificate Administrator, on behalf of [trustee],
as Trustee, for the benefit of the registered Holders of [__________________], 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 or Trust AB 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 or Trust AB Loan Combination, if applicable),
over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (other than (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 or Trust AB Loan Combination, if applicable) and reimbursed
from such Modification Fees (which such Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) expenses
previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which 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 or Trust AB Loan Combination, if applicable) or REO Property; provided that if the Serviced
Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination, if applicable) ceases being a Corrected Loan, and is
subject to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Serviced Mortgage
Loan (or Serviced Loan Combination or Trust AB 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 or
Trust AB 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 or Trust AB Loan Combination, if applicable). In such case, 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 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







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balance
of such Serviced Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination, if applicable) after giving effect
to such transaction, and (ii) $25,000.


“Excess Penalty
Charges”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination, if applicable)
and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such
Serviced Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination, if applicable) during such Collection Period,
over (ii) all unpaid or unreimbursed Additional Trust Fund Expenses (other than 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 any Serviced Mortgage Loan (or Serviced Loan Combination or Trust AB Loan Combination, if applicable) and reimbursed
from such Penalty Charges (which such Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance
with Section 3.14 of this Agreement and (B) expenses previously paid or reimbursed from Penalty Charges as described
in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest
Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans during the related Prepayment
Period exceeds the Compensating Interest Payment with respect to the Mortgage Loans.


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


“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 the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)”
on the Mortgage Loan Schedule) minus 0.0025%; 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.






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


“Exchange
Date”: As defined in Section 5.12(g) of this Agreement.


“Exchange
Election Notice”: As defined in Section 3.32(g) of this Agreement.


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


“Exchangeable
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(d) of this Agreement in trust for the Holders of the Exchangeable Certificates, which (subject to any
changes in the identity of the Trustee and/or the Certificate Administrator) shall be entitled “[Certificate
Administrator], as Certificate Administrator, on behalf of [trustee],
as Trustee, for the benefit of the registered Holders of [___________________], Exchangeable Distribution Account.” Any such
account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any Trust REMIC formed hereunder,
but rather shall be an asset of the Grantor Trust.


“Exchangeable
Proportion”: Class [A-S], Class [B] and Class [C] Certificates that evidence equal Tranche Percentage Interests in the
related Class [EC] Regular Interests.


“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 and the related Directing Holder and/or
any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), 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) 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)(iii) of this Agreement.


“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan, Serviced Loan Combination or Trust Subordinate Companion
Loan that is a Specially Serviced






    	-50-



    	 



    

 


Loan
(or, in the case of an Outside Serviced Trust 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 Trust 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 Trust Loan, the Final Recovery Determination
shall be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement.


“Form 8-K
Disclosure Information”: As defined in Section 10.07 of 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 and/or before the imposition
of late payment charges and/or default interest.


“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 (a) the Class [A-S] Specific Grantor Trust Assets, the Class [B] Specific Grantor
Trust Assets, the Class [C] Specific Grantor Trust Assets and the Class [EC] Specific Grantor Trust Assets, beneficial ownership
of which is represented by the Exchangeable Certificates, and (b) the Excess Interest Grantor Trust Assets, beneficial ownership
of which is represented by the Excess Interest Certificates.


“Grantor
Trust Certificates”: The Exchangeable Certificates and the Excess Interest Certificates, collectively.


“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.


“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.






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


“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
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), any Subordinate Loan-Specific Directing Certificateholder
(insofar as the relevant matter involves the Trust AB Loan Combination (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer 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 Certificate
Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative), the Subordinate
Loan-Specific Directing Certificateholders (insofar as the relevant matter involves the Trust AB Loan Combination (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer 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 Certificate Administrator, the Asset Representations Reviewer,
any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative), any Subordinate Loan-Specific
Directing Certificateholder 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. For the avoidance of doubt, the exception in the proviso above for ownership
of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


“Independent
Contractor”: Either (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






    	-52-



    	 



    

 


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, the Subordinate Loan-Specific Directing Certificateholder
and the Certificate Administrator has been delivered to the Trustee, the Subordinate Loan-Specific Directing Certificateholder
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., [other initial purchasers].


“Initial
Requesting Certificateholder”: The first Certificateholder to deliver a 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.


“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) under the Act or 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) 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 Trust 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 Trust 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 Trust 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.


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Principal Balance Certificates or Interest-Only
Certificates or any Trust Component is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate
for such Class or Trust Component on the Certificate Balance or Notional Amount, as applicable, for such Class or Trust Component
immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on [30/360
Basis], except that interest on the [LOAN-SPECIFIC CLASS] Certificates will be calculated on an [Actual/360 Basis]. [THERE MAY
BE






    	-53-



    	 



    

 


OTHER
INTEREST CALCULATION CONVENTIONS, SUCH AS ACTUAL/365, AND ACTUAL/ACTUAL]


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


“Interest
Distribution Amount”: With respect to any Distribution Date and any class of Principal Balance Certificates or Interest-Only
Certificates or any Trust Component will equal (A) the sum of (i) the Interest Accrual Amount with respect to such class or Trust
Component for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such class or Trust Component for
such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such class or Trust Component on such Distribution
Date pursuant to Section 4.01(k).


“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 “[Certificate Administrator], as Certificate
Administrator, on behalf of [trustee], as Trustee, for the benefit of the registered
Holders of [_______________], Interest Reserve Account” and which shall be an Eligible Account.


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Principal Balance Certificates or Interest-Only Certificates
or any Trust Component is the [sum of (a) the] portion of the Interest Distribution Amount for such Class or Trust Component remaining
unpaid as of the close of business on the preceding Distribution Date[, and (b) to the extent permitted by applicable law, (i)
other than in the case of the Interest-Only Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through
Rate applicable to such class or Trust Component for the current 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 such Distribution Date].


“Interest-Only
Certificates”: The [interest-only] Certificates, collectively.


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Asset Representations Reviewer, the Certificate Administrator, the Controlling Class Representative, any Mortgage
Loan Seller, any sponsor, 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.






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“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 substantially in the form of Exhibit M-2 to this Agreement or in the form of
an electronic certification contained on the Certificate Administrator’s Website or the Master Servicer’s website,
representing [(i) that such Person executing the certificate is a Certificateholder, the Directing Holder (to the extent such person
is not a Certificateholder), a beneficial owner of a Certificate, the Holder of a Companion Loan or a prospective purchaser of
a Certificate (or any investment advisor or manager of the foregoing), (ii) that such Person is not a borrower, a manager of a
Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner,
employee, representative, director, trustee, advisor of or investor in or of any of the foregoing or a mezzanine lender for which
an event has occurred that would permit acceleration or who has commenced foreclosure proceedings, (iii) that such Person has received
a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws].


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


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


“IRS”:
The Internal Revenue Service.


“Liquidation
Event”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or, solely with respect to clauses
(i), (ii), (v), (vi) and (vii) below, any Serviced Loan Combination or the senior portion thereof),
any of the following events: (i) such Mortgage Loan or Trust Subordinate Companion Loan (or Serviced Loan Combination or the
senior portion thereof) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or
Trust Subordinate Companion Loan (or Serviced Loan Combination or the senior portion thereof); (iii) such Mortgage Loan or
Trust Subordinate Companion Loan is repurchased or substituted for, or a Loss of Value Payment with respect to such Mortgage Loan
is made, by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Loan






    	-55-



    	 



    

 


Purchase
Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion 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, any Companion Loan
Holder, Subordinate Loan-Specific Directing Certificateholder or the Remaining Certificateholder pursuant to Section 9.01
of this Agreement; (v) such Mortgage Loan or Trust Subordinate Companion Loan (or Serviced Loan Combination or the senior
portion thereof) is purchased by the holder of a mezzanine loan or a Companion Loan pursuant to the related intercreditor, co-lender
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 Trust Subordinate Companion Loan (or Serviced Loan Combination or the senior
portion thereof) is purchased by any Person in accordance with Section 3.17 of this Agreement; or (viii) in the
case of an Outside Serviced Trust 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 pursuant to the related intercreditor 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”: 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 and, except as otherwise described below, with respect to any Serviced Mortgage Loan (or Trust Subordinate
Companion Loan or Serviced Loan Combination, if applicable) repurchased or substituted as contemplated by Section 2.03
of this Agreement, and with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an
Outside Serviced Trust Loan) as to which the Special Servicer receives 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,






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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, Trust Subordinate Companion Loan or Serviced Loan Combination or any Mortgaged
Property purchased, repurchased, substituted for or with respect to which a Loss of Value Payment is made 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, or make the particular Loss of Value Payment with respect
to, such Mortgage Loan or Trust Subordinate Companion Loan until after more than 120 days following its receipt of notice
or discovery of a Material Defect, and (B) clause (v), the mezzanine loan holder or the Subordinate Companion Loan Holder
does not purchase such Serviced Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination (or senior portion
thereof) 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 Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or
(iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder or the Subordinate
Companion Loan Holder 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 Co-Lender Agreement,
as applicable) and (b) 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, Trust Subordinate Companion Loan
or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition
of Specially Serviced Loan and the related Liquidation Proceeds 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, Trust Subordinate Companion
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.


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $[__________] and (b)
[___]%.


“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation
Event.


“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-specific]
AB Loan Combination”: Collectively, the loan combination that is subject to the [LOAN-SPECIFIC] Intercreditor Agreement,
which is evidenced by the [LOAN-SPECIFIC] Mortgage Notes and secured by a single Mortgage on the [LOAN-SPECIFIC] Mortgaged Property.
References herein to the [LOAN-SPECIFIC] AB Loan






    	-57-



    	 



    

 


Combination
shall be construed to refer to the aggregate indebtedness under the [LOAN-SPECIFIC] Mortgage Loan and the related Trust Subordinate
Companion Loan.


“[loan-specific]
Available Funds”: With respect to the Class [LOAN-SPECIFIC] Certificates, the Trust Subordinate Companion Loan and any
Distribution Date, the aggregate amount to the extent on deposit in the Collection Account on such Distribution Date, of all cash
received on or in respect of the Trust Subordinate Companion Loan (including Liquidation Proceeds and any Purchase Price proceeds
received as a result of a purchase of the related Trust Subordinate Companion Loan pursuant to Section 3.24 and that was paid
to the Trust as the holder of the related Trust Subordinate Companion Loan in accordance with the terms of the related intercreditor
agreement and this Agreement or otherwise, in each case, as of the related P&I Advance Date, exclusive of (without duplication):


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


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


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


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


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


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


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






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


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


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


“[LOAN-SPECIFIC]
Majority Certificateholder”: The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance
of the Class [LOAN-SPECIFIC] Certificates.


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


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


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


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


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






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


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


“[LOAN-SPECIFIC]
Realized Loss”: With respect to the [LOAN-SPECIFIC] Certificates, Realized Losses.


“[LOAN-SPECIFIC]
REMIC Distribution Account”: With respect to the Trust Subordinate Companion Loan, the segregated trust account or accounts
created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to
Section 3.05(f) of this Agreement, which shall be entitled “[CERTIFICATE ADMINISTRATOR], as Certificate Administrator,
for the benefit of [TRUSTEE], as Trustee, for the benefit of the holders of [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage
Pass-Through Certificates, [LOAN-SPECIFIC] REMIC Distribution Account,” and which must be an Eligible Account or a subaccount
of an Eligible Account. The [LOAN-SPECIFIC] REMIC Distribution Account shall not be an asset of Lower-Tier REMIC or the Upper-Tier
REMIC formed hereunder, but rather shall be an asset of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.


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


“[LOAN-SPECIFIC]
Trust Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consist
of the Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the
related portions of the REO Account, and the [LOAN-SPECIFIC] REMIC Distribution Account.


“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






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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 the [_____________________] Loan Combination.]


“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 “[Master servicer], as Master Servicer, on behalf of [trustee],
as Trustee, for the benefit of the registered Holders of [_________________], 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 Documents”:
With respect to any Mortgage Loan, Serviced Loan Combination or Trust Subordinate Companion Loan, the documents executed or delivered
in connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable,
or subsequently added to the related Mortgage File.


“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 Purchase
Agreement”: The CGMRC Loan Purchase Agreement, [additional loan purchase agreements],
as applicable.


“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.






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


“Lower-Tier
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 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 “[certificate administrator], as Certificate Administrator, on behalf
of [trustee], as Trustee, for the benefit of the registered Holders of [________________],
Lower-Tier Distribution Account” and which must be an Eligible Account. The Lower-Tier Distribution Account shall be an asset
of the Lower-Tier 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 Principal Amount of the Corresponding Certificates. The Lower-Tier
Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated
by the penultimate sentence of the first paragraph of Section 4.01(f) 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-AB],
Class [LA-S], Class [LB], Class [LC], Class [LD], Class [LE], Class [LF], Class [LG] and Class [LH]
Interests.


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than the Excess Interest) and the Trust Subordinate Companion Loan and the proceeds thereof, 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 Trust 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 Distribution Account and the Excess Liquidation Proceeds
Reserve Account, in each case excluding amounts allocable to the Companion Loans or Trust Subordinate Companion Loan and any interest
or other income earned on such amounts allocable to the Companion Loans or Trust Subordinate Companion Loan.






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“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 or Serviced Loan Combinations 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 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 Serviced Loan Combination or any extension of the Maturity Date or Anticipated Repayment
Date, as applicable, of any Serviced Loan;


(c)                
any sale of a Defaulted Mortgage Loan or Defaulted Serviced Loan Combination (and any related Serviced Pari Passu Companion
Loan) or REO Property (other than in connection with (i) the termination of the Trust Fund and (ii) the repurchase of, or substitution
for, any Mortgage Loan by the applicable Mortgage Loan Seller for a Material Defect) 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 a Serviced Loan Combination,
or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise
required pursuant to the specific terms of the related Serviced Loan or Serviced Loan Combination and for which there is no lender
discretion;


(f)                 
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan
or Serviced Loan Combination 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 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 or related to an immaterial easement,
right of way or similar agreement;


(g)                
any property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $[5]
million) or franchise changes with






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respect to a Mortgage Loan or Serviced Loan Combination (in each case, to the extent the lender
is required to consent or approve under the related Loan Documents);


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


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


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


(l)                  any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto;


(m)               
any determination of an Acceptable Insurance Default;


(n)                
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


(o)                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;


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 (o) 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.


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


“Master Servicer”:
[master servicer], a [_________________], or its successor in interest, or any successor
Master Servicer appointed as herein provided.






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


“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”: A Material Breach and/or a Material Document Defect, as the case may be.


“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 or Trust Subordinate Companion Loan, the Maturity Date for the related Mortgage Loan.


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


“Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), 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 Mortgage Loan (or Serviced Loan Combination, if applicable).


“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
Periodic 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.






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“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, Loan Combination or Trust Subordinate Companion Loan.


“Mortgage
File”: With respect to any Mortgage Loan, the related Serviced Loan Combination or the Trust Subordinate Companion Loan,
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 “[trustee],
as Trustee, on behalf of the registered Holders of [__________________]” 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) in the
case of a Serviced Loan Combination, a copy of the executed Note for the 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 Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “[trustee],
as Trustee, on behalf of the registered Holders of [___________________] [and the holder of the related Serviced Companion Loan
or Trust Subordinate 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;


(5)                
the original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination,
if applicable), in favor of “[trustee], as Trustee, on behalf of the registered
Holders of [____________________] [and the holder of the related Serviced Companion Loan, as their interests may appear]”;


(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 Trust Subordinate Companion Loan (or, if applicable, any Note of a Serviced Loan






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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 and the Trust Subordinate Companion Loan or, if such policy has not been issued or
located, an irrevocable, binding commitment (which may be a “marked-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;


(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 “[trustee],
as Trustee, on behalf of the registered Holders of [_____________________] [and the holder of the related Serviced Companion Loan,
as their interests may appear]”;


(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 or in favor of any assignee prior to the Trustee, and an original
UCC-2 and/or 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);






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(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


(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.


Notwithstanding anything to the contrary
contained herein, with respect to an Outside Serviced Trust Loan, 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 clause (1) above, executed originals of the related documents, and (ii) with respect to clauses (2) through (20) above,
a copy of the mortgage file related to the applicable Outside Serviced Companion Loan delivered under the applicable Outside Servicing
Agreement.


“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 Trust Loan (but not the Companion Loans).


“Mortgage
Loan Schedule”: The list of Mortgage Loans and the Trust Subordinate Companion Loan included in the Trust Fund as of
the Closing Date being attached






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hereto as Exhibit B, which list shall set forth the following information with respect
to each Mortgage Loan and Trust Subordinate Companion 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 stated maturity and (B) Stated Maturity Date;


 


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


 


(vii)        
the 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 Trust Loan, separately
identifying the primary servicing fee rate payable to the Outside Servicer);


 


(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
Anticipated Repayment Date, if applicable;


 


(xii)           the
Revised Rate, if applicable; and


 


(xiii)         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 CGMRC, [additional loan sellers], 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
Note”: As defined in the definition of “Note” in this Agreement.






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“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 Outside Serviced Mortgage Loan)] or any related Companion Loan
is the per annum rate at which interest accrues on the Mortgage Loan or the related Companion Loan as stated in the related
Mortgage Note or the promissory note evidencing such Companion Loan without giving effect to any Default Rate or Revised Rate.


“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 Trust 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 and the related Note(s) in favor of a 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
and the related Note(s) in favor of a Companion Loan Holder(s).


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


“Net Condemnation
Proceeds”: The Condemnation Proceeds received (A) 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; and (B) with respect
to any Trust AB Loan Combination, to the extent any portion of such proceeds are received by the Master Servicer or Certificate
Administrator in connection with such Trust AB Loan Combination and are allocable to the related Mortgage Loan and Trust Subordinate
Companion Loan, as applicable, pursuant to the related intercreditor agreement) and the REMIC Provisions; provided that,
in the case of an Outside Serviced Trust 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 Trust 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
Trust 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 Trust Loan, pursuant to the allocations set forth in the related
Co-Lender Agreement.






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


“Net Mortgage
Rate”: With respect to any Mortgage Loan is a per annum rate equal to the related Mortgage Rate minus the related
Administrative Cost Rate. [Notwithstanding the foregoing, for purposes of calculating Pass-Through Rates and the WAC Rate, the
Net Mortgage Rate of each Mortgage Loan that does not accrue interest on a 30/360 Basis for any one-month period preceding a related
Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a
360-day year consisting of twelve 30-day months ( a “30/360 Basis”) in order to produce the aggregate amount
of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan during such
one-month period at a per annum rate equal to the related Mortgage Rate minus the related Administrative Cost Rate. However,
for purposes of calculating Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that does not accrue interest
on a 30/360 Basis, (i) the Net Mortgage Rate for the one-month period preceding the Due Dates in January and February in any year
which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution Date
is the final Distribution Date) will be determined based on the “aggregate amount of interest actually accrued”, as
referred to above in the preceding sentence, being net of the related Withheld Amounts and (ii) the Net Mortgage Rate for the
one-month period preceding the Due Date in March (or in February if the final Distribution Date occurs in such particular month
of February) will be determined based on the “aggregate amount of interest actually accrued”, as referred to above
in the preceding sentence, inclusive of any such Withheld Amounts. Also, for purposes of calculating Pass-Through Rates and the
WAC Rate, the Net Mortgage Rate of any Mortgage Loan shall be determined without regard to 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, and
without regard to 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 Trust 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 Trust Loan, pursuant to the allocations set forth in the related
Co-Lender Agreement.






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“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.


“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 Certificates (other than the Class [ARD], Class [R]
and Class [X] Certificates) then outstanding for which (a)(1) the initial Certificate Principal Amount 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 Principal Amount 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; provided that for purposes of this definition, the Class [A-S] Certificates and the Class
[EC] Component [A-S] will be considered as if they together constitute a single “Class” of Certificates, the Class
[B] Certificates and the Class [EC] Component [B] will be considered as if they together constitute a single “Class”
of Certificates, the Class [C] Certificates and the Class [EC] Component [C] will be considered as if they together constitute
a single “Class” of Certificates, and the Class [EC] Certificates will be Non-Reduced Certificates only with respect
to each Class [EC] Component that is part of a “Class” of Non-Reduced Certificates determined as described in this
proviso.


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


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


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






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“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 previously made or proposed to be made in respect of a Serviced Mortgage Loan,
Serviced Loan Combination or REO Property by the Master Servicer or the Trustee, which Property Advance the advancing party or
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 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 or the Trustee’s entitlement to
reimbursement for such Advance. In the case of an Outside Serviced Trust Loan or any related REO Property, the term “Nonrecoverable
Property Advance” shall have the meaning assigned thereto in the Outside Servicing Agreement.


“Note”:
With respect to any Mortgage Loan, Companion Loan or Trust Subordinate 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, Companion
Loan or Trust Subordinate 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, with respect to the Class [X-A] Certificates, the Class [X-A] 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 substantially in the form attached as Exhibit M-5 hereto (a) executed by an
NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click through” confirmation on the
17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating
Agency as such term is defined in this Agreement or that such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 under the 






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Exchange Act (“Rule 17g-5”), that such NRSRO has access to the Depositor’s 17g-5 Information
Provider’s website, and that such NRSRO will keep such information confidential except to the extent such information has
been made available to the general public.


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


“Offering
Circular”: The offering circular dated [date] relating to the Private
Certificates (other than the Class [ARD] 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”: [operating advisor], a [_______________], 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.


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


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to
the lesser of (a) $[_______], or (b) the amount 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, however, no such fee shall be payable unless paid by the related Mortgagor; provided,
further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to
any Major Decision; 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 prior to any such waiver or reduction).


“Operating
Advisor Fee”: With respect to each Mortgage Loan (including any Outside Serviced Trust Loan) and Trust Subordinate Companion
Loan (but not any Companion Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the
applicable Operating Advisor Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and
on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan
is computed and shall be prorated for partial periods. Such fee shall be in






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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 [______]% per annum.


“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 Operating
Advisor, the Asset Representations Reviewer, the Special Servicer and the Master Servicer.


“Opting-Out
Party”: As defined Section 6.09(h) of this Agreement.


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


“Other 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 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






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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 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. [There is no Other Pooling and Servicing Agreement relating to
the Trust and all references in this Agreement to “Other Pooling and Servicing Agreement” shall be disregarded.]


“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.


“Outside
Certificate Administrator”: With respect to an Outside Serviced Trust 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. [There is no Outside Controlling Note Holder related to
the Trust as of the Closing Date and references in this Agreement to “Outside Controlling Note Holder” shall be disregarded.]


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


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


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


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






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“Outside
Securitization Trust”: With respect to any Outside Serviced Trust 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 Trust 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. [The only Outside Serviced
Co-Lender Agreements related to the Trust as of the Closing Date are the [______________________] Co-Lender Agreement.]


“Outside
Serviced Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. [The only Outside
Serviced Companion Loans related to the Trust as of the Closing Date are the [______________________] Companion Loans.]


“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 the Closing Date are the [______________________]
Loan Combination.]


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


“Outside
Serviced Trust Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. [The only Outside Serviced
Trust Loans related to the Trust as of the Closing Date are the [______________________] Mortgage Loan.]


“[outside
serviced loan combination] Additional Permitted Debt”: “Additional Permitted Debt” as defined in the
[outside serviced loan combination] Co-Lender Agreement.


“[outside
serviced loan combination] Co-Lender Agreement”: With respect to the [outside
serviced loan combination] Loan Combination, the related co-lender agreement, dated as of [date],
by and between the holder of the [outside serviced loan combination] Mortgage Loan
and the [outside serviced loan combination] Companion Loan Holders, relating to
the relative rights of the holder of the [outside serviced loan combination] Mortgage
Loan and the [outside serviced loan combination] Companion Loan Holders, as the
same may be amended from time to time in accordance with the terms thereof.






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“[outside
serviced loan combination] Companion Loans”: With respect to the [outside
serviced loan combination] Loan Combination, the related promissory notes made by the related Mortgagor and secured by the
[outside serviced loan combination] Mortgage and designated as promissory notes
[___], [___] and [___], which are not included in the Trust and are pari passu in right of payment with the [outside
serviced loan combination] Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the [outside
serviced loan combination] Co-Lender Agreement; provided that if the related Mortgagor elects to incur any [outside
serviced loan combination] Additional Permitted Debt in accordance with the related Loan Agreement, the [outside
serviced loan combination] Companion Loans shall include the related promissory note(s) evidencing the [outside
serviced loan combination] Additional Permitted Debt.


“[outside
serviced loan combination] Companion Loan Holder”: The holder of a [outside
serviced loan combination] Companion Loan.


“[outside
serviced loan combination] Loan Combination”: The [outside serviced loan
combination] Mortgage Loan, together with the [outside serviced loan combination]
Companion Loans, each of which is secured by the [outside serviced loan combination]
Mortgage. References herein to the [outside serviced loan combination] Loan Combination
shall be construed to refer to the aggregate indebtedness secured under the [outside serviced
loan combination] Mortgage.


“[outside
serviced loan combination] Mortgage”: The Mortgage securing the [outside
serviced loan combination] Mortgage Loan and the [outside serviced loan combination]
Companion Loans.


“[outside
serviced loan combination] Mortgage Loan”: With respect to the [outside
serviced loan combination] Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged
Properties identified on the Mortgage Loan Schedule as [outside serviced loan combination],
(ii) evidenced by a promissory note [___] and (iii) pari passu in right of payment with the [outside
serviced loan combination] Companion Loans to the extent set forth in the related Loan Documents and as provided in the
[outside serviced loan combination] Co-Lender Agreement.


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


“Outside
Servicing Agreement”: With respect to an Outside Serviced Trust Loan or the related Outside Serviced Loan Combination,
the pooling 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 Trust 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 Trust Loan, such






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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 (i) the [____________] Pooling and Servicing
Agreement pursuant to which the [____________] Mortgage Loan (which is an Outside Serviced Trust Loan) is being serviced, and
(ii) the [____________] Pooling and Servicing Agreement pursuant to which the [____________] Mortgage Loan and the [____________]
Mortgage Loan (each an Outside Serviced Trust Loan) are being serviced.]


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


“Outside
Trustee”: With respect to an Outside Serviced Trust 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 Trust Loan and any REO Mortgage Loan but not any related
Companion Loan or Trust Subordinate Companion 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 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 the [____________________] Companion Loan.]


“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 as of the Closing Date are the [____________________] Loan Combination.]


“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-AB] Pass-Through Rate, the Class [X-A] Pass-Through Rate,
the Class [A-S] Pass-Through Rate, the Class [A-S] Regular Interest Pass-Through Rate, the Class [B] Pass-Through
Rate, the Class [B] Regular Interest Pass-Through Rate, the Class [C] Pass-Through Rate, the Class [C] Regular Interest
Pass-Through Rate, the Class [D] Pass-Through Rate, the Class [E] Pass-Through Rate, the Class [F] Pass-Through
Rate, the Class [G] Pass-Through Rate, the Class [H] Pass-Through Rate and the [loan-specific]
Pass-Through Rate. The Class [EC] Certificates will not have a Pass-Through Rate, but will be






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entitled
to receive the sum of the interest distributable on the Class [EC] Components. The Class [ARD] Certificates and the 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 Mortgage Loan (or Serviced Loan Combination or Trust Subordinate Companion Loan, if applicable)
(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 Trust Loan, to the
extent 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 [ARD] 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
Principal Amount or Notional Amount, as applicable, of such Class of Certificates. For these purposes on any date of determination,
the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange will be determined
as if such Certificate was part of the related Class on the Closing Date, the “initial denomination as of the Closing Date”
of any Exchangeable Certificate surrendered in an exchange will be determined as if such Certificate was not part of the related
Class on the Closing Date and the initial Certificate Principal Amount of the related Class of Exchangeable Certificates will be
determined as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates
had been outstanding as of the Closing Date. With respect to any Class [ARD] Certificate or any 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, a Performing Trust Subordinate
Companion Loan or a Performing Serviced Loan Combination, as the context may require.


“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.


“Periodic
Payment”: With respect to any Mortgage Loan, the related Companion Loan or Trust Subordinate Companion Loan, the scheduled
monthly payment of principal and/or






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


“Permitted
Investments”: Any one or more of the following obligations or securities 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)            
 obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency
or instrumentality thereof; provided such obligations are backed by the full faith and credit of the United States of America
including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home
Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S.
Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates
and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington
Metropolitan Area Transit Authority (guaranteed transit bonds); 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),
the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding
Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have
a predetermined fixed dollar






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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;


 


(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 the
highest short-term debt rating category of [RA3] (if then rated by [RA3]) and (2) the short-term obligations of which are
rated in the highest short-term rating category by [RA1] or the long-term obligations of which are rated at least “[__]”
by [RA1], (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 “[__]” by [RA1] 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 “[__]”
by [RA1] (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 and [RA2]); 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 [RA3] (if then rated by [RA3]) and (2) the short-term obligations
of which are rated in the highest short-term rating category by [RA1] or the long-term obligations of which are rated at least
“[__]” by [RA1], (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 “[__]” by [RA1] 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 “[__]”
by [RA1] (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 and [RA2]); 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


 



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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 category of [RA3] (if then rated by [RA3]) and (2) the short-term
obligations of which are rated in the highest short-term rating category by [RA1] or the long-term obligations of which are
rated at least “[__]” by [RA1], (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 “[__]” by [RA1] 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 “[__]” by [RA1] (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
and [RA2]); 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 three months or less, (1) the
short-term debt obligations of which are rated at least “[__]” by [RA1] or the long-term obligations of which are
rated at least “[__]” by [RA1] and (2) the short-term debt obligations of which are rated in the highest short-term
debt rating category by [RA3] (if then rated by [RA3]); (B) if it has a term of more than three months and not in excess
of six months, (1) the short-term debt obligations of which are rated at least “[__]” by [RA1] and the long-term
debt obligations of which are rated at least “[__]” by [RA1] and (2) the short-term debt obligations of which
are rated in the highest short-term rating category by [RA3] (if then rated by [RA3]); and (C) if it has a term of more than
six months, (1) the short-term debt obligations of which are rated at least “[__]” by [RA1] and the long-term
debt obligations of which are rated at least “[__]” by [RA1] and (2) the short-term debt obligations of which
are rated in the highest short-term rating category by [RA3] (if then rated by [RA3]) (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 and [RA2]); 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)     
   the [fund] or any other money market fund (in each
case, the “Fund”) so long as the Fund is rated by [RA1] in its highest money market fund ratings category
(or, if not rated by such Rating Agency, otherwise acceptable to such Rating Agency, [RA3] and [RA2], 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, that
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 and that 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 that are subject to prepayment or call
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 received or retained by the Special Servicer or any of its Affiliates in connection
with any services performed by such party with respect to any Serviced Loan, Trust Subordinate Companion Loan or REO Property,
in each case, in accordance with Article III of this Agreement.






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“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(m) of this Agreement.


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


“Pooled Certificates”:
The Certificates other than the [LOAN-SPECIFIC CLASS] Certificates.


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


“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 Prepayment Period, which Principal Prepayment was applied
to such Mortgage Loan or Serviced Loan Combination after the Due Date in such Prepayment Period, the amount of interest (net of
the related Servicing Fee, any related Excess Interest and/or Default Interest) that accrued for such Mortgage Loan or Serviced
Loan Combination on the amount of such Principal Prepayment during the period commencing on the date after such Due Date and ending
on 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), inclusive, to the extent collected from the related Mortgagor
(exclusive of any related Yield Maintenance Charge or related Excess Interest and/or Default Interest that may have been collected)
and, in the case of an Outside Serviced Trust 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 Prepayment 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 intercreditor agreement) prior to the Due Date in such Prepayment Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest and/or Default Interest) to the extent not collected from the
related Mortgagor, that would have accrued on such Mortgage Loan or Serviced Loan Combination 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 the Mortgage Loan or Serviced Loan Combination through the end of the applicable interest accrual period for such Due
Date, inclusive. With respect to the AB Loan Combination, any Prepayment Interest Shortfall for any Distribution Date shall be
allocated first to the related Subordinate Companion Loan (and, with respect to the Trust Subordinate Companion Loan, correspondingly
to the Class [LOAN-SPECIFIC CLASS] Certificates) and then to the related Mortgage Loan. Shortfalls allocable to the Trust Subordinate
Companion Loan as a result of Prepayment Interest Shortfalls not covered by Compensating Interest Payments shall be allocated
to the [LOAN-SPECIFIC CLASS] Certificates.


“Prepayment
Period”: With respect to any Distribution Date, the period beginning the day immediately following the Determination
Date in the month immediately preceding the month in which such Distribution Date occurs (or beginning on the day immediately following
the Cut-Off Date, in the case of the first Distribution Date) through and including the Determination Date immediately preceding
such Distribution Date.


“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 Sequential Pay Certificates and the Class [EC] Certificates, collectively.


“Principal
Distribution Amount”: For any Distribution Date will be equal to [the sum of the following amounts:


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






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(B)               
the Unscheduled Principal Distribution Amount for that Distribution Date;


(C)               
the Principal Shortfall, if any, for the prior Distribution Date; and


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:


(1)                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 Reimbursement Rate, that are paid
or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date; and


(2)               
Workout Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date;


provided, further, that
in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage
Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase
the Principal Distribution Amount for the Distribution Date related to the applicable one-month period in which such recovery occurs].
[IF SEPARATE CLASSES ARE TO BE ALLOCATED SPECIFIC PORTIONS OF THE PRINCIPAL DISTRIBUTION AMOUNT, SUCH ALLOCATION TO BE INCLUDED.]


“Principal
Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan, Serviced Loan Combination or Trust Subordinate
Companion Loan 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 on such Distribution Date in respect of such Principal
Distribution Amount.


“Private
Certificates”: The Class [E], Class [F], Class [G], Class [H], Class [ARD] and Class [R] Certificates.


“Privileged
Information”: Any (i) correspondence or other communications between the related Directing Holder (and, in the case
of a Serviced Loan Combination, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)) and the
Special Servicer related to any Specially Serviced Loan or the exercise of the consent or






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consultation
rights of such Directing Holder under this Agreement and/or 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 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 Asset Representations Reviewer, the Certificate Administrator, any affected Serviced Companion
Loan Holder and the Trustee, as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered
to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose
such information.


“Privileged
Person”: [The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer
or the Special Servicer, the Directing Holder (but only prior to the occurrence of a Consultation Termination Event), the Operating
Advisor, any affiliate of the Operating Advisor designated by the Operating Advisor, any Asset Representations Reviewer, any Companion
Holder who provides an Investor Certification, any Person who provides the Certificate Administrator with an Investor Certification
and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (“NRSRO”),
(including any Rating Agency) that delivers a NRSRO Certification to the Certificate Administrator, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided, that
in no event may a borrower, a manager of a Mortgaged Property, an affiliate, principal, partner, member, joint venture, limited
partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any of the foregoing or
a mezzanine lender for which an event has occurred that would permit acceleration or who has commenced foreclosure proceedings
be considered a Privileged Person. In determining whether any person is an Additional Servicer or an affiliate of the Operating
Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, a Mortgage Loan Seller
or the Operating Advisor, as the case may be.]


“Property
Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination, Trust Subordinate Companion Loan or REO Property
(other than an REO Property related to an Outside Serviced Trust 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






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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 Trust 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 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. 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 Trust 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 Sections 3.04, 3.07, 3.10(f), 3.10(g) and 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)(i) of this Agreement.


“Prospectus”:
The prospectus dated [date], relating to the Public Certificates.


“PTCE”:
Prohibited Transaction Class Exemption.


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






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“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Property) [or, if applicable, the Trust Subordinate Companion
Loan], a price equal to the following: (a) the outstanding principal balance of such Mortgage Loan [or, if applicable, the
Trust Subordinate Companion Loan] (or the related REO Mortgage Loan) as of the date of purchase less any Loss of Value Payment
available to reduce the outstanding principal balance; plus (b) all accrued and unpaid interest on the principal balance of
such Mortgage Loan [or, if applicable, the Trust Subordinate Companion 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 the Due Date in the Collection Period
of purchase; plus (c) all unreimbursed Property Advances relating to such Mortgage Loan [or, if applicable, the Trust Subordinate
Companion Loan] (including any Property Advances and Advance Interest Amounts that were reimbursed out of general collections on
the Mortgage Loans) (or, in the case of an Outside Serviced Trust 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, if applicable, the Trust Subordinate Companion Loan] (or,
in the case of an Outside Serviced Trust Loan, all such amounts with respect to P&I Advances related to such Outside Serviced
Trust 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) of this definition of “Purchase Price”, any unpaid Special Servicing Fees and any other unpaid Additional Trust
Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan [or, if applicable, the Trust Subordinate
Companion Loan]; provided, however, that such expenses shall not include expenses incurred by investors in instituting an Asset
Review Vote Election, in taking part in an Asset Review vote or in utilizing the rights under the dispute resolution mechanics
pursuant to Section 2.03(f) hereof; plus (f)  any Liquidation Fee, if and to the extent payable in accordance with the
terms and conditions of this Agreement (to the extent not otherwise included in the amount described in clause (e) above).
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 “[__]” by [RA1] (or,
if not rated by [RA1], then either (x) an equivalent rating such as that listed above by at least two NRSROs (which may include
[RA4] and/or [RA5]) or one NRSRO (which may include [RA4] and/or [RA5]) and A.M. Best or (y) each of [RA1] and [RA2] has issued
a Rating Agency Confirmation with






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respect
to such insurance company) 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: “[__]” by [RA6], “A-” by [RA4], “[__]”
by [RA5], “[__]” by [RA1] or “[__]” 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
Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency and
[RA2]. “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 in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation 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 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 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) [1.25]x;
(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 three 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,






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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; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or
Mortgage Loans, then the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances
and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii) above; provided 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 further, 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 or Class [EC] Regular Interest
having a Certificate Principal Amount then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted
Mortgage Loan or Trust Subordinate Companion Loan, the applicable Mortgage Loan Seller shall certify that the replacement mortgage
loan meets 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.


“[RA1]”:
[rating agency 1] or its successors in interest. If neither [RA1] nor any successor
remains in existence, “[RA1]” shall be deemed to refer to such other nationally recognized statistical rating agency
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of [RA1] herein referenced shall be
deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


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


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






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“[RA4]”:
[rating agency 4], or its successors in interest.


“[RA5]”:
[rating agency 5] or its successors in interest.


“[RA6]”:
[rating agency 6] or its successors in interest.


“Rated Final
Distribution Date”: The Distribution Date occurring in [date].


“Rating Agency”:
Each of [RA1], [RA2] and [RA3] or their successors in interest. If no such rating agency nor any successor thereof remains in existence,
“Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator
and the Master Servicer, and specific ratings of [RA1], [RA2] and [RA3] 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 [RA1], [RA2] or [RA3] shall mean “[__]” with respect to [RA1] and “[__]” with respect
to [RA2] and [RA3], 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. [THE SPECIFIC NUMBER OF RATING AGENCIES MAY VARY FROM TRANSACTION TO TRANSACTION.]


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that 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 not apply.


“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 Principal
Amount of all Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class [EC] Regular
Interests, after giving effect to distributions on such Distribution Date, exceeds (B) the aggregate Stated Principal Balance
of the Mortgage Loans (including any REO Mortgage Loans) (for 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
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






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Realized
Losses may be reversed as provided in the penultimate sentence of the first paragraph of Section 4.01(g) of this Agreement.


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the close of business on the [last day of the month immediately
preceding the month in which such Distribution Date occurs], or if such day is not a Business Day, the immediately preceding Business
Day.


“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 11.13(h) of this Agreement.


“Regular
Certificates”: The Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB], Class [X-A],
Class [D], Class [E], Class [F], Class [G] and Class [H] Certificates.


“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 S”:
Regulation S under the Act.


“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.


“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 [ARD] and Class [R] Certificates) or an assignment of the voting rights thereof; provided, however,
that the Certificate Principal Amounts of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB]
and






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Class [D]
Certificates and the Class [EC] Regular Interests and the Notional Amount of the Class [X-A] 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 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 or Holders
of the Class [loan-specific] Certificates, as applicable, which (subject to any
change in the identities of the Special Servicer and/or the Trustee) shall be entitled “[special
servicer], as Special Servicer, on behalf of [trustee], as Trustee, for the
benefit of the registered






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Holders
of [____________________] 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 as to which 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 or REO Companion Loan.]


“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, in the case
of an Outside Serviced Mortgage Loan, if the related Mortgaged Property has been acquired through foreclosure or deed-in-lieu of
foreclosure under the related Outside Servicing Agreement)].].


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


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


“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.






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


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


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


“Required
Sponsor Retention Amount”: [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING RETAINED BY THE SPONSOR (OR ITS
AFFILIATE) IN SATISFACTION OR PARTIAL SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT CLOSE ON OR
AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


“Required
[ORIGINATOR] Retention Amount”: [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING RETAINED BY [ORIGINATOR]
IN PARTIAL SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT
SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


“Required
Third Party Purchaser Retention Amount”: [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING PURCHASED BY A THIRD
PARTY PURCHASER IN SATISFACTION OR PARTIAL SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT CLOSE
ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


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


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


“Resolved”:
With respect to a Repurchase Request, (i) that the related Document Defect or Breach has been cured, (ii) the related
Mortgage Loan has been repurchased in accordance with the related Loan Purchase Agreement, (iii) a mortgage loan has been
substituted






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 for the related Mortgage
Loan in accordance with the related Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has paid the Loss of Value
Payment, (v) a contractually binding agreement entered into between the Special Servicer, on behalf of the Trust, and the related
Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related 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)(i) of this Agreement.


“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.


“Rule 144A”:
Rule 144A under the Act.


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






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


“Rule 17g-5
Information Provider’s Website” or “17g-5 Information Provider’s Website”: The website
established and maintained by the Rule 17g-5 Information Provider pursuant to Section 11.06 and Section 11.13 of this Agreement,
initially located at [website], under the “NRSRO” tab for the related
transaction.


“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.


“Scheduled
Principal Distribution Amount”: For each Distribution Date will equal the aggregate of the principal portions of (a)
all Periodic Payments (excluding balloon payments) with respect to the Mortgage Loans due during or, if and to the extent not previously
received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period
and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent
paid by the related borrower [during the applicable one-month period ending on the related Determination Date] [(or, in the case
of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day preceding the Master Servicer Remittance
Date)] or advanced by the Master Servicer or the Trustee, as applicable, and (b) all balloon payments with respect to the Mortgage
Loans to the extent received [during the applicable one-month period ending on the related Determination Date] [(or, in the case
of an Outside Serviced Mortgage Loan, received by the master servicer as of the Business Day preceding the Master Servicer Remittance
Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include
all late payments of principal made by a borrower with respect to the Mortgage Loans, including late payments in respect of a delinquent
balloon payment, received by the times described above in this definition, except to the extent those late payments are otherwise
available to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, as described above.


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


“Senior Certificates”:
The [SENIOR CLASSES] and [INTEREST-ONLY CLASSES] Certificates (other than the Class [__] Certificates), collectively.






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“Sequential
Pay Certificates”: The Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB], Class [A-S],
Class [B], Class [C], Class [D], Class [E], Class [F], Class [G] and Class [H] Certificates, collectively.


“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”: An AB Loan Combination that is being serviced pursuant to this Agreement. [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.] [The only Serviced AB Loan Combination related to the Trust as of the Closing Date is the [_________] Loan Combination.]


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Loan Combination. [There is no Serviced Companion Loan related
to the Trust as of the Closing Date and references in this Agreement to “Serviced Companion Loan” shall be disregarded.]


“Serviced
Companion Loan Holder”: The holder of a Serviced Companion Loan. [There is no Serviced Companion Loan Holder related
to the Trust and references in this Agreement to “Serviced Companion Loan Holder” shall be disregarded.]


“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, Serviced Companion Loan or Serviced Trust Subordinate Companion Loan.


“Serviced
Loan Combination”: A Loan Combination that is being serviced pursuant to this Agreement. [There is no Serviced Loan Combination
related to the Trust and references in this Agreement to “Serviced Loan Combination” shall be disregarded.][The only
Serviced Loan Combinations related to the Trust as of the Closing Date are the [______________] Loan Combination.]


“Serviced
Loan Combination Controlling Holder”: The “Controlling Noteholder” or similar term identified in the intercreditor
agreement related to a Serviced Loan Combination.


“Serviced
Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Trust Loan.


“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.






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[There
is no Serviced Outside Controlled Mortgage Loan related to the Trust and references in this Agreement to “Serviced Outside
Controlled Mortgage Loan” shall be disregarded.]


“Serviced
Outside Controlled Companion Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced
Companion Loan evidenced by a controlling promissory note made by the related Mortgagor which is not included in the Trust. [There
is no Serviced Outside Controlled Companion Loan related to the Trust and references in this Agreement to “Serviced Outside
Controlled Companion Loan” shall be disregarded.]


“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. [There is no Serviced Outside Controlled Loan Combination related to the Trust and references in this Agreement to
“Serviced Outside Controlled Loan Combination” shall be disregarded.]


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. [There is no Serviced
Pari Passu Companion Loan related to the Trust and references in this Agreement to “Serviced Pari Passu Companion Loan”
shall be disregarded.]


“Serviced
Pari Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


“Serviced
Pari Passu Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. [There
is no Serviced Pari Passu Loan Combination related to the Trust and references in this Agreement to “Serviced Pari Passu
Loan Combination” shall be disregarded.]


“Serviced
Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced Loan Combination. [There are no
Serviced Subordinate Companion Loans related to the Trust and references in this Agreement to “Serviced Subordinate Companion
Loan” shall be disregarded.][The only Serviced Subordinate Companion Loan related to the Trust as of the Closing Date is
the [_______] Companion Loan.]


“Serviced
Subordinate Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. [There are no Serviced Subordinate
Companion Loan Holders related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan Holder”
shall be disregarded.]


“[serviced
loan combination] Co-Lender Agreement”: With respect to the [serviced
loan combination] Loan Combination, the related co-lender agreement, dated as of [date],
by and between the holder of the [serviced loan combination] Mortgage Loan and the
[serviced loan combination] Companion Loan Holder, relating to the relative rights
of the holder of the [serviced loan combination] Mortgage Loan and the [serviced
loan combination] Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.






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“[serviced
loan combination] Companion Loan”: With respect to the [serviced loan
combination] Loan Combination, the related promissory note made by the related Mortgagor and secured by the [serviced
loan combination] Mortgage and designated as promissory note [___], which is not included in the Trust and is pari passu
in right of payment with the [serviced loan combination] Mortgage Loan to the extent
set forth in the related Loan Documents and as provided in the [serviced loan combination]
Co-Lender Agreement.


“[serviced
loan combination] Companion Loan Holder”: The holder of the [serviced
loan combination] Companion Loan.


“[serviced
loan combination] Loan Combination”: The [serviced loan combination]
Mortgage Loan, together with the [serviced loan combination] Companion Loan, each
of which is secured by the [serviced loan combination] Mortgage. References herein
to the [serviced loan combination] Loan Combination shall be construed to refer
to the aggregate indebtedness secured under the [serviced loan combination] Mortgage.


“[serviced
loan combination] Mortgage”: The Mortgage securing the [serviced loan
combination] Mortgage Loan and the [serviced loan combination] Companion
Loan.


“[serviced
loan combination] Mortgage Loan”: With respect to the [serviced loan combination]
Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage
Loan Schedule as [serviced loan combination], (ii) evidenced by promissory note
[___] and (iii) pari passu in right of payment with the [serviced loan combination]
Companion Loan to the extent set forth in the related Loan Documents and as provided in the [serviced
loan combination] Co-Lender Agreement.


“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, Serviced Companion Loan and Trust Subordinate Companion Loan (including each
Specially Serviced Loan and the Outside Serviced Trust Loans) or any successor REO Mortgage Loan or successor REO Companion Loan
and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan, as the case
may be, 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






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Mortgage
Loan, Serviced Loan Combination or Trust Subordinate Companion Loan is computed and shall be prorated for partial periods.


For the avoidance
of doubt, notwithstanding Section 3.05 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 Trust Loan
to the applicable Outside Servicer shall be paid under the applicable Outside Servicing Agreement, shall not be payable to the
Master Servicer and will 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 and Trust Subordinate Companion Loan (including any Outside Serviced Trust
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 “Servicing Fee Rate (%)” and “Subservicing Fee Rate (%)”on the Mortgage Loan
Schedule.


“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
and Trust Subordinate Companion Loan 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 Trust 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 Asset Representations Reviewer, 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, the Serviced Companion Loans and the Trust Subordinate Companion Loan
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






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Administrator
by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.


“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 pursuant to this Agreement 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)) as determined in the good faith and reasonable judgment of the Master Servicer or the Special
Servicer, as the case may be: (i) in accordance with 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, 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 and the terms of the respective subject Serviced Loans; (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))) 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 certificate 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






    	-104-



    	 



    

 


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
Trust 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, Serviced Loan Combination or Trust Subordinate Companion
Loan, 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. [The only Significant Obligor with respect to the Trust is the [_____________]
Mortgaged Property. There are no Serviced Companion Loans related to the Trust, and therefore there are no Significant Obligors
with respect to an Other Securitization 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 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(m) of this Agreement.


“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement,
(b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer
pursuant to Section 6.08(a) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights
of the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 7.06(b) of this
Agreement.


“Special
Servicer”: [special servicer], a [__________________], or its successor
in interest, or any successor Special Servicer appointed as provided herein.


“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.






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“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 Trust 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 Trust 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 Trust Loan), a rate equal to (a) [___]% per annum or (b) if the rate in clause (a) would
result in a Special Servicing Fee that would be less than $[_____] in any given month, 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 $[_____] for such month with respect to such Specially Serviced Loan or REO Property.


“Specially
Serviced Loan”: Any Serviced Loan, related Companion Loan or Trust Subordinate Companion 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 Periodic 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, for 60 days beyond the date on
which the subject payment was due, or


 


(ii)              
in the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due
(except as described in clause B below) or (B) in the case of a Serviced Loan delinquent with respect to the Balloon
Payment as to which the related Mortgagor 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 written and fully executed
or otherwise binding commitment (subject only to customary closing conditions) for refinancing from an acceptable lender reasonably
satisfactory in form and substance to the Master Servicer prior to the date 60 days after the Balloon Payment was due, for
120 days beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on


 



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which
that Balloon Payment was due during which the refinancing is scheduled to occur); 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 30 days); provided
that any default that results in acceleration of the Serviced Loan without the application of any grace period under the related
Loan Documents shall be deemed not to have a grace period; and provided, further, 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 or the related Serviced Companion
Loan Holder(s) in such Serviced Loan Combination); or


(c)                
the Master Servicer or the Special Servicer has determined (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) 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
30 days; provided that any default that results in acceleration of the Serviced Loan without the application of any
grace period under the related Loan Documents shall be deemed not to have a grace period; or


(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 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 related Mortgagor and such decree or order shall
have remained in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special
Servicer (and, in the case of the Special Servicer, with the






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consent
of the related Directing Holder, unless a Control Termination Event has occurred and is continuing) determines in accordance with
the Servicing Standard that the circumstances warrant that the related Serviced Loan (or REO Mortgage Loan or REO Companion Loan)
be transferred to special servicing); 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 liability 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 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 Periodic 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 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






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Serviced
Loan Combination or any Trust AB Mortgage Loan that is part of a Trust AB Loan Combination becomes a Specially Serviced Loan,
then the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, shall also become a Specially Serviced
Loan. If the Serviced Companion Loan that is included in a Serviced Loan Combination or Trust Subordinate Companion Loan that
is included in a Trust AB Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is
part of such Serviced Loan Combination or the related Trust AB Mortgage Loan that is part of such Trust AB Loan Combination, as
applicable, 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
Serviced 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 the [________________] Mortgage Loan.]


“Sponsor”:
Each of CGMRC, [other sponsors], and their respective successors in interest.


“[Sponsor
Guarantor]”: [Sponsor Guarantor], a [______________], and its successors
in interest.


“[Sponsor
Guarantor] Guaranty”: The letter agreement dated as of [date],
by [sponsor guarantor], for the benefit of the Depositor and its successors and
permitted assigns, relating to certain obligations of [sponsor] under the [sponsor]
Loan Purchase Agreement.


“Startup
Day”: The day designated as such pursuant to Section 2.12(d) of this Agreement.


“Stated Principal
Balance”: With respect to any Mortgage Loan [and Trust Subordinate Companion Loan] will initially equal its Cut-off Date
Balance (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received)
and, on each Distribution Date, will be reduced by an amount generally equal to all payments and other collections of principal
on such Mortgage Loan [or Trust Subordinate Companion Loan] that are distributable on or advanced for such Distribution Date. With
respect to any Companion Loan on any date of determination, the Stated Principal Balance will equal the unpaid principal balance
of such Companion Loan as of such date. With respect to any Loan Combination on any date of determination, the Stated Principal
Balance of such Loan Combination will be the sum of the Stated Principal Balance of the related Mortgage Loan and each related
Companion Loan on such date. The Stated Principal Balance of a Mortgage Loan, Loan Combination or Trust Subordinate Companion Loan
may also be reduced in connection with any modification that reduces the principal amount due on such Mortgage Loan, Trust Subordinate
Companion Loan or Loan Combination, as the case may be,






    	-109-



    	 



    

 


or
any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which
the related borrower is the debtor. If any Mortgage Loan, Loan Combination or Trust Subordinate Companion Loan is paid in full
or the Mortgage Loan, Loan Combination or Trust Subordinate Companion Loan (or any Mortgaged Property acquired in respect of the
Mortgage Loan, Loan Combination or Trust Subordinate Companion Loan) is otherwise liquidated, then, as of the Distribution Date
that relates to the first Determination Date on or after which that payment in full or liquidation occurred and notwithstanding
that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan, Loan Combination
or Trust Subordinate Companion Loan will be zero.


“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.


“Subject
Holder”: As defined in the definition of “Controlling Class Representative” in this Agreement.


“Subordinate
Certificates”: The [subordinate classes] Certificates, collectively.


“Subordinate
Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. [There
are no Subordinate Companion Loans related to the Trust and all references in this Agreement to “Subordinate Companion Loans”
shall be disregarded.]


“Subordinate
Companion Loan Holder”: The holder of a Subordinate Companion Loan. [There are no Subordinate Companion Loan Holders
related to the Trust and all references in this Agreement to “Subordinate Companion Loan Holder” shall be disregarded.]


“Subordinate
Loan-Specific Directing Certificateholder”: With respect to the Class [LOAN-SPECIFIC] Certificates and the Trust Subordinate
Companion Loan, the initial Subordinate Loan-Specific Directing Certificateholder shall be the [LOAN-SPECIFIC] Majority Certificateholder.
Thereafter, the Subordinate Loan-Specific Directing Certificateholder shall be the Person appointed by the Certificateholder(s)
holding more than fifty percent (50%) of the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates.


“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 or Trust Subordinate Companion Loan, as applicable, being
replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage
Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution. In
the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller)
for one or more deleted Mortgage Loans or Trust Subordinate Companion Loan, as applicable,






    	-110-



    	 



    

 


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 or Trust Subordinate Companion Loan, as applicable being replaced and the aggregate
Stated Principal Balances of the related Qualified Substitute Mortgage Loans.


“Sub-Servicer”:
Any Person that services Mortgage Loans or the Trust Subordinate Companion Loan on behalf of the Master Servicer, the Special Servicer
or an Additional Servicer and is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors)
of all or a material portion of the servicing functions required to be performed by the Master Servicer, the Special Servicer,
a Servicing Function Participant or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans,
that are identified in the Servicing Criteria. 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) or the Trust Subordinate Companion Loan 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, as the
case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans or the Trust Subordinate Companion
Loan as provided in Section 3.01(c) of this Agreement.


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


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)                 
the Mortgagor’s name;


 


(ii)              
property type;


 


(iii)             
the original balance;


 


(iv)             
the origination date;


 


(v)              
the original and remaining amortization term;


 


(vi)             
whether such Mortgage Loan has a guarantor;


 


(vii)            
whether such Mortgage Loan is secured by a letter of credit;


 


(viii)           
the original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)              the grace period with respect to both default interest and late payment charges;


 


(x)              
whether such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 






    	-111-



    	 



    

 


(xi)              whether an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)            
whether a cash management agreement or lock-box agreement is in place;


 


(xiii)          
the number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)           
the amount of the Periodic Payment due on the first Due Date following the Closing Date;


 


(xv)            
the interest accrual basis;


 


(xvi)           
Administrative Cost Rate;


 


(xvii)          
whether the Mortgage Loan is secured by a Ground Lease;


 


(xviii)        
whether the related Mortgage Loan is a Defeasance Loan; and


 


(xix)           
whether such Mortgage Loan is part of any Serviced Loan Combination, in which case the information required by clauses
(xiv) and (xv) above shall also be set forth for the Companion Loan in such Serviced Loan Combination.


Such list may be in
the form of more than one list, collectively setting forth all of the information required.


“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.


“Third Party
Purchaser”: [ENTITY OR ENTITIES THAT PURCHASE THE REQUIRED THIRD PARTY PURCHASER RETENTION AMOUNT ON THE CLOSING






    	-112-



    	 



    

 


DATE],
or [any Person that purchases the Certificates comprising the Required Third Party Purchaser Retention Amount in accordance with
this Agreement and applicable laws and regulations. [INCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY
RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


“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.


“TIA”:
As defined in Section 12.14 of this Agreement.


“TIA Applicability
Determination”: As defined in Section 12.14 of this Agreement.


“Tranche
Percentage Interest”: The percentage ownership interest in a Class [EC] Regular Interest evidenced by an Exchangeable
Certificate, which is equal to the ratio, expressed as a percentage, of (a) the Certificate Principal Amount of that Certificate
(or, in the case of a Class [EC] Certificate, an amount equal to the related Percentage Interest evidenced by that Certificate,
multiplied by the Certificate Principal Amount of the Class [EC] Component with the same letter designation as such Class [EC]
Regular Interest) to (b) the Certificate Principal Amount of such Class [EC] Regular Interest.


“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(n)(ii) of this Agreement.


“Transferor
Letter”: As defined in Section 5.03(n)(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 AB
Loan Combination”: The [LOAN-SPECIFIC] AB Loan Combination.


“Trust AB
Mortgage Loan”: The [loan-specific] Mortgage Loan.


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


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and the Trust
Subordinate Companion Loan as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion
Loan due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO






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Property
(but in the case of each Loan Combination, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loan required to be
maintained pursuant to this Agreement and any proceeds thereof; (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 and the Trust Subordinate Companion 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, each Distribution Account, the Exchangeable Distribution Account, the [LOAN-SPECIFIC]
REMIC 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 Loan Purchase Agreements,
the [sponsor guarantor] Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of this Agreement; and (xi) the Lower-Tier Regular Interests.


“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, the Upper-Tier REMIC and the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.


“Trust Subordinate
Companion Loan”: The [LOAN-SPECIFIC] Trust Subordinate Companion Loan.


“Trustee”:
[trustee], a [_______________], 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 Trust Subordinate Companion Loan and for any Distribution
Date, an amount accrued during the related Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated
Principal Balance of such Mortgage Loan and Trust Subordinate Companion Loan as of the close of business on the Distribution Date
in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan






    	-114-



    	 



    

 


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 [_____]% per annum.


“Underwriter
Exemption”: Prohibited Transaction Exemption [____] and Prohibited Transaction Exemption [_____], both as most recently
amended by Prohibited Transaction Exemption [______] and as further amended by the Department of Labor from time to time.


“Underwriters”:
Citigroup Global Markets Inc., [other underwriters].


“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.


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans and Serviced Companion Loans (including the REO
Mortgage Loans and REO Companion Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans and
Serviced Companion Loans during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust Loan, all principal
prepayments received during the period that renders them includable in the Available Funds for such Distribution Date) and (b) the
principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case, net of Special Servicing
Fees, Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with the related
Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans and Serviced Companion Loans and
any REO Properties (or, in the case of an Outside Serviced Trust Loan, any interest in REO Property acquired with respect to the
related Outside Serviced Loan Combination) during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust
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), but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date.


“Unscheduled
Principal Distribution Amount”: For any Distribution Date will equal the aggregate of: (a) all prepayments of principal
received on the Mortgage Loans during the applicable one-month period ending on the related Determination Date [(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 borrowers) received on the
Mortgage Loans and, to the extent of the Issuing Entity’s interest therein, any REO Properties during the applicable one-month
period ending on the related Determination Date [(or, in the case of an Outside Serviced






    	-115-



    	 



    

 


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 profits from any REO Property 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[, and, in the case of Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, net of any Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to
the extent that such amount was transferred into the Collection Account during the related Collection Period, accrued interest
on Advances and other additional expenses of the Issuing Entity incurred in connection with the related Mortgage Loan].


“Upper-Tier
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 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 “[Certificate Administrator], as Certificate
Administrator, on behalf of [trustee], as Trustee, for the benefit of the registered
Holders of [_____________________], Upper-Tier 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 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: (1) [__]% in the case of the [INTEREST-ONLY CLASSES], allocated pro rata, based upon their respective Notional
Amounts as of the date of determination, and (2) in the case of any class of Principal Balance Certificates, a percentage equal
to the product of [__]% and a fraction, the numerator of which is equal to the Certificate Balance (or, if with respect to a vote
of Non-Reduced Certificates, the Certificate Principal Amounts of all







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Classes of the Non-Reduced Certificates of the Class, determined
as of the prior Distribution Date, with the denominator of which is equal to the aggregate Certificate Balance of all Classes of
the Principal Balance Certificates, each determined as of the prior Distribution Date; provided, in connection with any vote for
purposes of determining whether to remove the Special Servicer pursuant to Section 7.01, the Operating Advisor pursuant
to Section 7.06(b) or the Asset Representations Reviewer pursuant to Section 11.05(b), Voting Rights shall
only be exercisable by Holders of the Non-Reduced Certificates. For purposes of such allocations, the Class [A-S] Certificates
and the Class [EC] Component [A-S] of the Class [EC] Certificates will be considered as if they together constitute a single “Class”,
the Class [B] Certificates and the Class [EC] Component [B] of the Class [EC] Certificates will be considered as if they together
constitute a single “Class”, and the Class [C] Certificates and the Class [EC] Component [C] of the Class [EC] Certificates
will be considered as if they together constitute a single “Class”. Voting Rights will be allocated to the Class [EC]
Certificates only with respect to each Trust Component that is part of a Class of Certificates determined as described in the preceding
sentence. The Voting Rights of any Class of Certificates are required to be allocated among Certificateholders of such Class in
proportion to their respective Percentage Interests. None of the Class [ARD] Certificates, the [LOAN-SPECIFIC CLASS] Certificates
or the Class [R] Certificates will be entitled to any Voting Rights.


“WAC Rate”:
With respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans
[SPECIFY ANY APPLICABLE SUBSET OF THE MORTGAGE LOANS] as of the first day of the related Collection Period, weighted on the basis
of their respective Stated Principal Balances immediately following the prior Distribution Date (or, in the case of the WAC Rate
for the initial Distribution Date, as of the Closing 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 Periodic Payments under its modified terms, would then constitute) a Corrected Loan,
together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance 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






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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 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) of the definition of Specially Serviced Loan and the related collection of principal and interest
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) [__]% and (b) such lower rate as would result in a Workout Fee
of $[_______] 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 $[______] 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 $[______] 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.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan, the yield maintenance
charge or prepayment premium, if any, payable under the related Note in connection with certain prepayments.






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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.


(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 and/or Class [EC] Regular Interest 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 and/or Class [EC] Regular Interests 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, Companion Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan, as applicable, 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 or Trust Subordinate
Companion Loan, as applicable, on which interest accrues.


(d)                
All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan or Trust Subordinate Companion Loan in
the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be allocated
to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in accordance
with the express provisions of the related Loan Documents and any related Co-Lender Agreement (and, in the case of an Outside Serviced
Trust Loan, the provisions of the applicable Outside Servicing Agreement; provided, however, in the absence of such
express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes
of calculating distributions hereunder after an event of default under the related Mortgage Loan (to the extent not cured or waived),
in each case only to the extent such amount is an obligation of the related Mortgagor in the related Loan Documents, all such amounts
collected shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan or Trust Subordinate Companion
Loan in the following order of priority:


 


(i)               
as a recovery of any unreimbursed Advances with respect to such Mortgage Loan or Trust Subordinate Companion Loan and unpaid
interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage
Loan;


 


(ii)              
as a recovery of any Nonrecoverable Advances related to such Mortgage Loan or Trust Subordinate Companion Loan and any
interest thereon, to the extent


 






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previously
reimbursed from principal collections with respect to the other Mortgage Loans;


 


(iii)           
   to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan or Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of
the excess of (A) accrued and unpaid interest on such Mortgage Loan or Trust Subordinate Companion Loan at the related Mortgage
Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Periodic Payment from
the related Mortgagor, through the related Due Date), over (B) 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 Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued
and unpaid interest pursuant to clause (v) below on earlier dates);


 


(iv)              to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan
or Trust Subordinate Companion Loan then due and owing, including by reason of acceleration of such Mortgage Loan or Trust Subordinate
Companion Loan following a default thereunder (or, if the Mortgage Loan or Trust Subordinate Companion 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 to the extent of 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 (to the extent that collections have not been
allocated as recovery of 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 or Trust Subordinate Companion 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
or Trust Subordinate Companion Loan;


 


(viii)           
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan or Trust Subordinate Companion
Loan;


 


(ix)              as a recovery of any Default Interest and late payment charges then due and owing under such Mortgage Loan or Trust Subordinate
Companion Loan;


 


(x)              
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan or Trust Subordinate Companion Loan;


 






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(xi)          as
a recovery of any other amounts then due and owing under such Mortgage Loan or Trust Subordinate Companion Loan other than remaining
unpaid principal and, if applicable, unpaid Excess Interest (if both Consent Fees and Operating Advisor Consulting Fees are due
and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting Fees);


 


(xii)         as
a recovery of any remaining principal of such Mortgage Loan or Trust Subordinate Companion 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 Excess Interest;


 


provided that,
to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged
Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of the related Mortgage
Loan or the related Serviced Loan Combination or Trust Subordinate Companion Loan exceeds 125% (based solely on the value of the
real property and excluding personal property and going concern value, if any), must be allocated to reduce the principal balance
of the Mortgage Loan or the related Serviced Loan Combination or Trust Subordinate Companion Loan in the manner permitted by such
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, except as otherwise expressly set forth in any related Co-Lender
Agreement and, in the case of an Outside Serviced Trust Loan, except as otherwise expressly set forth in the applicable Outside
Servicing Agreement) shall be deemed allocated for purposes of collecting amounts due under the deemed REO Mortgage Loan, in each
case only to the extent such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the following
order of priority:


 


(i)            as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)           as
a recovery of any Nonrecoverable Advances on the related REO Mortgage Loan and any interest thereon, to the extent previously reimbursed
from principal collections with respect to the other Mortgage Loans;


 


(iii)          to
the extent not previously allocated pursuant to clause (i) 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) accrued and unpaid interest
on the related REO Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which
such collections were received, over (B) the cumulative amount 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 (to


 






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the extent that collections have not been allocated as a recovery of accrued and unpaid interest
on earlier dates pursuant to clause (v) below or clause (v) of Section 1.02(d) above);


 


(iv)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan to
the extent of its entire unpaid principal balance;


 


(v)           as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount 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 related Appraisal Reduction Amounts (to the extent that collections have not theretofore
been allocated as a recovery of 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 Default Interest and late payment charges 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)          if
the related Mortgage Loan was an ARD Loan, as a recovery of any Excess Interest then due and owing under the related REO Mortgage
Loan; and


 


(x)           as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (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).


 


(f)            The applications
of amounts received in respect of any Mortgage Loan or Trust Subordinate Companion 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 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, the Trust
Subordinate Companion Loan 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 Trust Loan or the related Mortgaged
Property or any related REO Property) shall be made using the Calculation Rate.


 






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(h)           The parties hereto
acknowledge that any payments, collections and recoveries received by the parties to the applicable Outside Servicing Agreement
related to an Outside Serviced Trust Loan are required to be allocated by such parties as interest, principal or other amounts
in accordance with the terms and conditions of the applicable Outside Servicing Agreement, the related Co-Lender Agreement and
the related Outside Serviced Trust Loan.


 


Section
1.03          Certain Constructions. (a) For purposes of this
Agreement, references to the most or next most subordinate Class of Certificates or Class [EC] Regular Interests outstanding
at any time shall mean the most or next most subordinate Class of Certificates or Class [EC] Regular Interest then
outstanding as among the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-AB], Class [X-A], Class [A-S], Class
[B], Class [C], Class [D], Class [E], Class [F], Class [G] and Class [H] Certificates and the Class [A-S], Class [B] and
Class [C] Regular Interests; provided, however, that for purposes of determining the most subordinate Class of
Certificates, in the event that the Class [A-1], Class [A-2], Class [A-3], Class [A-4] 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-AB] and Class [X-A] Certificates together will be treated as the most subordinate Class of Certificates. For
purposes of this Agreement, each Class of Certificates (other than the Class [ARD] Certificates, the Class [R] Certificates
and, for purposes of receiving Yield Maintenance Charges, the Class [X-A] Certificates) and Class [EC] Regular Interest shall
be deemed to be outstanding only to the extent its respective Certificate Principal Amount 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;


 


(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.


 






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Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01          Conveyance
of Mortgage Loans and the Trust Subordinate Companion Loan.


 


(a)           The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as [issuing
entity], 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 and the Trust Subordinate Companion Loan identified on the Mortgage Loan Schedule, (ii) Sections
2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(i) and Section 6(j)), (and to the extent related to the
foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Loan Purchase Agreement, (iii) the [sponsor
guarantor] Guaranty, (iv) each Co-Lender Agreement, if any, and (v) 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 and the Trust Subordinate Companion Loan (other than
payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion
Loan on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans
and the Trust Subordinate Companion Loan). Such assignment of any Outside Serviced Trust 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 Trust Subordinate Companion Loan 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 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
and Trust Subordinate Companion Loan, with copies (other than with respect to an Outside Serviced Trust Loan) to be delivered,
within five (5) Business Days after the Closing Date, to the Master Servicer; provided that, with respect to the Trust Subordinate
Companion Loan, only the documents and instruments specifically described in the definition of “Mortgage File” for
the Trust Subordinate Companion Loan shall be delivered to the Custodian and the remaining documents and instruments in the related
Mortgage File shall be delivered in connection with the related Mortgage Loan; provided, however, that copies of
any document in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer
(other than with respect to an Outside Serviced Trust Loan) on or before the Closing Date. 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


 






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requirements of the related 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
Trust Loan), the applicable Mortgage Loan Seller shall deliver 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 Loan Purchase
Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian
together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered
to the 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. 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 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 related comfort letter
to the Trustee for the benefit of the Certificateholders 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,
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


 






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(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 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 Trust Loan because the documents referred
to herein have been assigned to the related Outside Trustee.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each
Mortgage Loan (exclusive of any Outside Serviced Trust 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 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.


 


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 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.


 






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(d)           In connection
with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to any Outside
Serviced Trust Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related 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 the Trust
Subordinate Companion Loan and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration
and/or servicing of the Mortgage Loans and the Trust Subordinate Companion Loan (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 the Trust Subordinate Companion Loan and any related Serviced Companion Loans, together with a statement
indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan and the Trust Subordinate Companion Loan
or any related Serviced Companion Loan; provided that copies of any document in the Mortgage File and any other document,
record or item referred to above in this sentence that, in each case, constitutes a Designated Servicing Document shall be delivered
to the Master Servicer on or before the Closing Date; and provided, further, 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 (including, with
respect to the Trust Subordinate Companion Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) (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 2.02(d) shall not apply to the Outside Serviced Trust
Loans. In addition, each Mortgage Loan Seller is required, pursuant to the related Loan Purchase Agreement, to provide to the Master
Servicer the initial data with respect to its Mortgage Loans for (i) 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 and (ii) the Supplemental Servicer
Schedule.


 


(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 Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing Date.


 


(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).


 






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(g)           The parties to
this Agreement acknowledge and agree, with respect to the Outside Serviced Trust Loans, that the Trust assumes the obligations
and rights of the holder of each Outside Serviced Trust 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)            Within [__] days
of the Closing Date, the Special Servicer, shall review the documents and information delivered or caused to be delivered by each
Mortgage Loan Seller constituting the Diligence Files and, promptly following such review (but in no event later than [__] days
after the Closing Date), the Special Servicer shall certify in writing to each of the Depositor, the Master Servicer, the Trustee,
the Directing Holder, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to
each such Mortgage Loan listed in the Mortgage Loan Schedule) that, except as specifically identified in any exception report annexed
to such writing (the “Special Servicer Exception Report”), the foregoing documents and information delivered
or caused to be delivered by the related Mortgage Loan Seller have been reviewed by the Special Servicer and appear on its face
to be the Diligence File related to such Mortgage Loan.


 


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 the Trust Subordinate Companion Loan 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 the Trust Subordinate Companion Loan 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 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 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 and Trust Subordinate Companion 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 and Trust Subordinate Companion Loan.


 






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(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 Trust Subordinate Companion 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 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 and Trust Subordinate Companion 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 Trust Loan), (5), (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 or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this
Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents
received by the Custodian with respect to such Mortgage Loan and Trust Subordinate Companion 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 Trust
Subordinate Companion 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 Trust Loans, with respect to the items listed in clauses
(2), (3), (4) and (6) of the definition of “Mortgage File” because the original of such document will not be in the
Custodian’s possession since it will have been delivered to the Outside Trustee in accordance with the applicable Outside
Servicing Agreement, the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence
of such original. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates
because two years have elapsed since the Closing Date, the Custodian shall 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


 






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relating to the
Mortgage Loans (or the Trust Subordinate Companion Loan, as applicable) 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)           It is understood
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 Trust Loan), (5), (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.


 


(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 or Trust Subordinate Companion 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).


 


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 (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 Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”)
or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement
of any Mortgage Loan due to the existence of a breach of a representation or warranty or a document defect with respect to such
Mortgage Loan (any such request or demand, 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 11.13 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 (or any related
REO Property) or the interests of the Certificateholders therein or causes any Mortgage


 






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Loan to fail to be a Qualified Mortgage,
then such Document Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material
Breach”, as the case may be. The Special 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 Document Defect or Material Breach, then the Special Servicer shall give prompt
written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto and the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware of any Material Defect,
the Special Servicer shall require the applicable Mortgage Loan Seller (and (i) in the case of the Mortgage Loans sold to the Depositor
by [sponsor], with simultaneous notice to and demand on [sponsor
guarantor], as guarantor of certain of [sponsor]’s obligations under
the [sponsor] Loan Purchase Agreement, pursuant to the [sponsor
guarantor] Guaranty) not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s discovery or
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, provided that, if it is not the discovering party, the applicable Mortgage Loan Seller receives notice thereof in a timely
manner), to cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses
associated therewith) or, if such Material Defect cannot be cured within such 90 day period, either to (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 Trust 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 therewith, all in conformity with the
applicable 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 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 Document 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 Document Defect so long as such Mortgage Loan Seller certifies to
the Trustee, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Document Defect is


 






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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. Periodic Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each
Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer
on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic
Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month
of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the
Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not
be part of the Trust Fund and are to be remitted by the Master Servicer 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.


 


Notwithstanding the
foregoing, with respect to any Document Defect or other matter relating to the Trust Subordinate Companion Loan which (i)
causes the Trust Subordinate Companion Loan not to be a “qualified mortgage” (within the meaning of Section
860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective
Trust Subordinate Companion Loan to be treated as a qualified mortgage) or (ii) would otherwise cause any Trust REMIC to fail
to qualify as a REMIC, or result in the imposition of any tax on any Trust REMIC, following 90 days after (x) the applicable
Mortgage Loan Seller’s discovery of such Document Defect or Breach or (y) discovery of such Breach or Document Defect
by any other party, provided that the related Mortgage Loan Seller receives prompt written notice thereof, if the same is not
cured, then (i) the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
released to the Subordinate Loan-Specific Directing Certificateholder or any designee thereof, the Mortgage Note for the
Trust Subordinate Companion Loan and the Custodian or the Trustee shall execute all assignments, endorsements and other
instruments furnished to it by the Subordinate Loan-Specific Directing Certificateholder as shall be necessary to effectuate
transfer of such Mortgage Note, (ii) the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC shall be liquidated in
accordance with the procedures set forth in Section 9.01 and (iii) neither of the Master Servicer nor the Special Servicer
shall have any further obligation to service the Trust Subordinate Companion Loan hereunder


 






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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 Special Servicer
on behalf of the Trust, and with the consent of the Directing Holder prior to the occurrence of a Control Termination Event, 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 a 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; provided that a Material Defect as a result of a Mortgage Loan not
constituting a “qualified mortgage”, within the meaning of Section 860G(a)(3) of the Code, may not be cured by a Loss
of Value Payment. [The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer
in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer
attributable to the Asset Review of such Mortgage Loan.] Upon its making such payment, the related Mortgage Loan Seller shall be
deemed to have cured such 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 Certificate Administrator or the Trustee on behalf of the Certificateholders,
regarding any such Material Defect, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected
Mortgage Loan or otherwise cure such Material Defect


 


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 Document
Defect or Material Breach, as the case may be, 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 Document Defect or Material Breach (as the case may be) 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:


 


(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 those Mortgage
Loans 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


 






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(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 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.


 


The determination of
the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the Special Servicer, as applicable, will be entitled to cause to be delivered, or
direct the related Mortgage Loan Seller to cause to be delivered, to the Master Servicer or the Special Servicer, as applicable,
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).


 






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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 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 Trustee. 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 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.


 


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
Loan Documents that complies with the applicable 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 Servicing 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 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


 






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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 11.13 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 Special Servicer receives a Repurchase Communication that any Mortgage Loan
(or Trust Subordinate Companion Loan, as applicable) 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 Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase
Request Rejection to 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 (unless it is the party that
notified the Special Servicer 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
Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 


If the Trustee, the Certificate
Administrator, the Master Servicer, 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 (with respect to any Mortgage Loan or REO Mortgage Loan) 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 [trust name],
Commercial Mortgage Pass-Through Certificates, [series designation], 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)


 






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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 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 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 Loan Purchase Agreement, the [sponsor
guarantor] Guaranty, 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), (18) and (19) in the definition of “Mortgage File” in accordance with this Agreement
and the applicable Loan Purchase Agreement for any Mortgage Loan shall 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.


 


(c)          In connection
with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or a Trust Subordinate Companion
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
or Trust Subordinate Companion 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


 






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reconveyance of the Mortgage Loan or Trust Subordinate Companion
Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee 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 Trust 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 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.


 


The parties to this Agreement
acknowledge that the related 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 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 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 Loan
Purchase Agreement and, if applicable, the [sponsor guarantor]
Guaranty provide the sole remedies available to the Certificateholders, or the Certificate Administrator or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan or Trust Subordinate Companion
Loan. For purposes of this Agreement, (i) the purchase, replacement or payment of any Loss of Value Payment by [sponsor
guarantor] pursuant to the [sponsor guarantor] Guaranty of any Mortgage Loan
or Trust Subordinate Companion Loan for which [sponsor] is the related Mortgage
Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment, as applicable, by [sponsor].


 


(e)          The parties to
this Agreement acknowledge, with respect to each Outside Serviced Trust Loan, that the related Loan Purchase Agreement provides
that if a “material document defect” (as such term or any analogous term is defined in the related Outside Servicing
Agreement) exists under the related Outside Servicing Agreement with respect to the related


 






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Outside Serviced Companion Loan included
in the related Outside Securitization Trust, and such Outside Serviced Companion Loan is repurchased by or on behalf of the related
Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization Trust as a result of such “material
document defect” (as such term or any analogous term is defined in such Outside Servicing Agreement), then the related Mortgage
Loan Seller will be required to repurchase such Outside Serviced Trust Loan; provided, however, that such repurchase obligation
does not apply to any “material document defect” (as such term or any analogous term is defined in the related Outside
Servicing Agreement) related to the promissory note for such Outside Serviced Companion Loan.


 


(f)          (i)
In the event an Initial Requesting Certificateholder delivers a written request to the Special Servicer that a Mortgage Loan be
repurchased by the applicable Mortgage Loan Seller due to the existence of a breach of a representation or warranty or a document
defect with respect to such Mortgage Loan and setting forth the basis for such request (a “Repurchase Request”),
the Special Servicer shall promptly forward that Repurchase Request to the related Mortgage Loan Seller and each other party to
this Agreement. Subject to Section 2.03(g), the Special Servicer shall be the Enforcing Party with respect to the Repurchase Request.
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)(i) below shall apply. Receipt of
the Repurchase Request shall be deemed to occur two Business Days after the Special Servicer sends the Repurchase Request to the
related Mortgage Loan Seller.


 


(ii)          In
the event that a party to this Agreement identifies a Document Defect or Breach with respect to a Mortgage Loan, that
party shall deliver prompt written notice of such Document Defect or Breach to each other party to this Agreement identifying
the applicable Mortgage Loan and setting forth the basis for such allegation. The Special Servicer shall promptly forward the
Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. The Special Servicer shall act
as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to the
Repurchase Request. However, if a Resolution Failure occurs with respect to the Repurchase Request, the provisions described
in subsection (g)(i) below shall apply


 


(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 Special Servicer will be required
to 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 all other Certificateholders
(by posting such notice on the Certificate Administrator’s Website) indicating the Special Servicer’s intended course
of action with respect to the Repurchase Request. If (a) the Special Servicer’s intended course of action with respect to
the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller
with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder wishes
to exercise its right to refer 


 






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the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Special Servicer’s
intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect
to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder does not agree with
the dispute resolution method selected by the Special Servicer, then the Initial Requesting Certificateholder, if any, or such
other Certificateholder may deliver to the Special Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within [30] days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration.


 


(ii)          If
neither the Initial Repurchasing Certificateholder, if any, nor any other Certificateholder delivers a Preliminary Dispute Resolution
Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder shall have the right to refer the Repurchase
Request to mediation or arbitration, and the Special Servicer, as the Enforcing Party, shall be the sole party entitled to enforce
the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation rights of the Directing
Holder pursuant to Section 6.09.


 


(iii)         [Promptly
and in any event within [__] Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder (each of clauses (a) or (b), a “Requesting Certificateholder”),
the Special Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder
may consider the views of the Special Servicer as to the claims underlying the Repurchase Request and possible dispute resolution
methods, such discussions to occur and be completed no later than [at least 10] Business Days following receipt of a Preliminary
Dispute Resolution Election Notice. The Special Servicer shall be entitled to establish procedures the Special Servicer deems in
good faith to be appropriate relating to the timing and extent of such consultations.] No later than [at least 5] Business Days
after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Special
Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


 


(iv)         If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Special Servicer, then the Special Servicer will continue to act as the Enforcing Party and remain obligated under
this Agreement to enforce the rights of the Trust with respect to the Repurchase Request and no Certificateholder shall have any
further right to elect to refer the matter to mediation or arbitration.


 


(v)          If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Special Servicer, then such Requesting
Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including 


 






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nonbinding arbitration)
or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority
of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation
or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement
within [at least 30] days after delivery of its Final Dispute Resolution Election Notice to the Special Servicer, then (i) the
rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder 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 Special Servicer shall take no further action with respect to the Repurchase Request, then the related Document Defect or Breach
shall be deemed waived for all purposes under this Agreement and the related Loan Purchase Agreement, 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 Special Servicer
shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce 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) will not apply, and the Special Servicer
shall remain the Enforcing Party, if the Special Servicer has commenced litigation with respect to the Repurchase Request, or determines
in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect
to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting Certificateholder becomes the Enforcing Party, the Special Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller.


 


(h)           If the Enforcing
Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)            The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by a nationally recognized
mediation services provider selected by the Mortgage Loan Seller.


 


(ii)           The
mediator shall be impartial, [an attorney admitted to practice in the State of New York] and have at least [__] years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by [MEDIATOR]. Upon being supplied a list of at least ten potential
mediators by [MEDIATOR] each party will have the right to exercise two peremptory challenges within [14] days and to rank the remaining
potential mediators in order of preference. [MEDIATOR] shall select the mediator from the remaining attorneys on the list respecting
the preference choices of the parties to the extent possible.


 






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(iii)          The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within [10] Business
Days of the selection of the mediator and to conclude the mediation within [60] days thereafter.


 


(iv)          The
expenses of any mediation will be allocated among the parties to the mediation, as mutually agreed by the parties as part of the
mediation.


 


(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 services provider selected jointly by the related Mortgage
Loan Seller in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by a nationally
recognized arbitration services provider selected jointly by the Mortgage Loan Seller.


 


(ii)           The
arbitrator shall be impartial, [an attorney admitted to practice in the State of New York] and have at least [__] years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by [ARBITRATOR]. Upon being supplied a list of at least ten potential
arbitrators by [ARBITRATOR] 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. [ARBITRATOR] will select the arbitrator from the remaining attorneys on
the list respecting the preference choices of the parties to the extent possible.]


 


(iii)          Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within [120] days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and 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,


 






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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 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 Election Notice at the annual rate of [______]. 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 selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certificated class action to arbitration.


 


(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 [NATIONALLY RECOGNIZED ARBITRATION SERVICES
PROVIDER], then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies,
pending the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject
matter jurisdiction, or if the Southern District has no jurisdiction, then it 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


 






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this Section 2.03).
Such information will be kept strictly confidential and will 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 will promptly notify the other party to the resolution procedure and will
provide the other party with a reasonable opportunity to object to the production of its confidential information.


 


(iv)          [In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required contain an acknowledgment that the Trust, or the Special Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party.]
All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Special Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Special Servicer acting on its behalf shall be responsible for any such costs and
expenses allocated to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder 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)          In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder 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.


 


(vii)         The
Trust (or the Special Servicer, the Trustee or the Master Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller
shall be permitted to redact any personally identifiable customer information included in any information provided for purposes
of any mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related
to the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however, that the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.07.


 


(viii)        For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Special Servicer to perform its obligations with respect to
a Specially Serviced Loan or the exercise of any rights of a Directing Holder.


 






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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:


 


(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 and the Trust Subordinate Companion Loan 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;


 






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(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 Trust Subordinate Companion
Loan or the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 


(v)           The
Depositor is not transferring the Mortgage Loans or the Trust Subordinate Companion Loan to the Trustee with any intent to hinder,
delay or defraud its present or future creditors;


 


(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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate
Companion Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Loan Purchase Agreement;


 


(viii)        The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion
Loan (as such was transferred to it by the Mortgage Loan Sellers pursuant to the 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 and the Trust Subordinate Companion
Loan (as such was transferred to it by the Mortgage Loan Sellers pursuant to the 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 Asset Representations Reviewer, 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 the Certificateholders or any Serviced Companion Loan Holder, the Operating Advisor, the Asset Representations Reviewer, the
Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, Serviced Loan Combination or the Trust Subordinate Companion
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.


 






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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
(including, with respect to the Trust AB Loan Combination, the Holders of the Class [loan-specific]
Certificates) and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Asset Representations
Reviewer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Master Servicer is a [_________________], duly organized, validly existing and in good standing under the laws of the [_____________],
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 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 and (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement 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;


 






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(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; 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 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.


 


(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, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, 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 Directing Holder.


 


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
(including, with respect to the Trust AB Loan Combination, the Holders of the Class [loan-specific]
Certificates) and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Asset Representations
Reviewer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Special Servicer is a [___________________], duly organized, validly existing and in good standing under the laws of the State
of [___________], and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged


 






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Property is
located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents 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 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 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 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


 






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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.


 


(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, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, 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 (including, with respect to the Trust AB Loan Combination, the
Holders of the Class [loan-specific] Certificates), and the Serviced Companion Loan
Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Operating Advisor
and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Trustee is a [___________________], duly organized, validly existing and in good standing under the laws of the [____________];
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


 






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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;


 


(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 condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder
or thereunder;


 


(vi)          no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date; and


 


(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.


 


(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, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee


 






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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
(including, with respect to the Trust AB Loan Combination, the Holders of the Class [loan-specific]
Certificates) and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer, the Operating Advisor and the Trustee, as of the Closing Date, that:


 


(i)            The
Certificate Administrator is a [____________________], duly organized, validly existing and in good standing under the laws of
the [____________]; 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 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


 






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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 condition
(financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)          no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for 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; and


 


(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.


 


(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, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, 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 (including,
with respect to the Trust AB Loan Combination, the Holders of the Class [loan-specific]
Certificates) and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Operating Advisor is a [_________________], duly organized, validly existing and in good standing under the laws of the [___________];
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


 






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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 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; and


 


(vii)         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


 






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Administrator (or
upon written notice thereof from any Certificateholder, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, 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, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders
(including, with respect to the Trust AB Loan Combination, the Holders of the Class [loan-specific]
Certificates) and the Serviced Companion Loan Holders, and to and with the Depositor, Master Servicer, the Special Servicer, the
Operating Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The
Asset Representations Reviewer is a [_________________], duly organized, validly existing and in good standing under the laws of
the [_____________], 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 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 Asset
Representations Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations
Reviewer;


 


(iii)          The
Asset Representations Reviewer 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 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’ (including bank creditors’) rights generally and


 






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(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(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 or the financial condition of the Asset Representations
Reviewer;


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer 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 either the ability of the Asset
Representations Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations
Reviewer;


 


(vii)         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 those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations
that previously have been completed.


 


(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, any Holder of the Class [loan-specific]
Certificates 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 the Certificateholders, Holders of the Class [LOAN-SPECIFIC] Certificates
or any Serviced Companion Loan Holder, 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.


  


(a)           The Trustee hereby
acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loan and, subject to Sections 2.01
and 2.02 of this Agreement, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart
of each of the Loan Purchase Agreements, together with the assignment to it of all of


 






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the other assets included in the [LOAN-SPECIFIC]
Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery,
and in exchange for the Mortgage Loans (other than Excess Interest) and the Trust Subordinate Companion Loan and the other assets
comprising the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC, receipt of which is hereby acknowledged,
the Trustee (i) acknowledges the issuance of the Class [LOAN-SPECIFIC] Certificates and the [LOAN-SPECIFIC]-R Interest to the Depositor
in exchange for the assets comprising the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC; (ii) acknowledges the issuance
of the Lower-Tier Regular Interests and the Class [LR] Interest to the Depositor; (iii) acknowledges the creation of the Grantor
Trust; (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (v)
immediately thereafter, in exchange for the Lower-Tier Regular Interests (and together with, in the case of the Class [LOAN-SPECIFIC]
Certificates, the Depositor’s interest in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC and, in the case of
the Class [ARD] Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class [UR] Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class
[ARD] Certificates, the Class [LOAN-SPECIFIC] Certificates and the Class [R] Certificates, and the Depositor hereby acknowledges
the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership
of the Upper-Tier REMIC (and additionally, (x) in the case of the Class [LOAN-SPECIFIC] Certificates (and the [LOAN-SPECIFIC]-R
Interest), the beneficial ownership of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, (y) in the case of the Class
[ARD] Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (z) in the case of the Class [R]
Certificates, the [LOAN-SPECIFIC]-R Interest, the Class [LR] Interest and the Class [UR] Interest); and (vi) the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class [EC] Certificates and has caused the Certificate Registrar
to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor
hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial
ownership of the respective portion of the Grantor Trust.


 


Section 2.12          Miscellaneous
REMIC and Grantor Trust Provisions.


 


(a)           The Class [LA-1],
Class [LA-2], Class [LA-3], Class [LA-4], Class [LA-AB], Class [LA-S], Class [LB], Class [LC], Class [LD], Class [LE], Class [LF],
Class [LG] and Class [LH] 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
and the Class [EC] Regular Interests 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).


 






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(c)           The Class [Loan-specific]
Certificates are hereby designated as “regular interests” in the [loan-specific]
Trust Subordinate Companion Loan REMIC within the meaning of Code Section 860G(a)(1), and the [Loan-specific]-R
Interest (evidenced by the Class [R] Certificates) is hereby designated as the sole class of “residual interests” in
the [loan-specific] Trust Subordinate Companion Loan REMIC within the meaning of
Code Section 860G(a)(2).


 


(d)           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, the Regular Certificates
and the Class [EC] Regular Interests is the Rated Final Distribution Date.


 


(e)           None of the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer 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.


 


(f)           Each Class of
the Grantor Trust Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting
of, respectively, the Class [A-S] Specific Grantor Trust Assets, the Class [B] Specific Grantor Trust Assets, the Class [C] Specific
Grantor Trust Assets, the Class [EC] Specific Grantor Trust Assets, and the Excess Interest Grantor Trust Assets, each of which
portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the
Code.


 


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 Trust Loans;
and the Trust Subordinate Companion Loan.


 


(a)           The Master Servicer
(with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as
an independent contractor, shall service and administer the Mortgage Loans (other than the Outside Serviced Trust 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, (i)
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
(ii) with respect to the Trust Subordinate Companion Loan, for the benefit of the Certificateholders and the Holders of the Class
[loan-specific] Certificates as a collective whole as if such Certificateholders
and Holders of the Class [loan-specific] Certificates constituted a single lender
(and, in the case of a Serviced AB Loan Combination and the Trust Subordinate Companion Loan, taking into account the subordinate
nature of the related Subordinate Companion Loan or the Trust


 






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Subordinate Companion
Loan, respectively), subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, 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 or Trust AB Loan Combination, the related Co-Lender Agreement; and (iii) to the extent consistent
with the foregoing, 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 Trust Loans), the Serviced Companion Loans and the Trust Subordinate Companion Loan. 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), 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 Trust 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, Serviced Companion Loan or Trust Subordinate Companion
Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loan (and related Serviced Companion Loan) and Trust Subordinate Companion
Loan or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Trust 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, Serviced
Companion Loan or Trust Subordinate Companion Loan except under the circumstances described in Sections 3.07, 3.09,
3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer
shall service and administer the Mortgage Loans (other than the Outside Serviced Trust Loans), the Serviced Companion Loans, the
Trust Subordinate Companion Loan and each related REO Property in accordance with applicable law and the terms thereof and hereof
and the terms of any applicable


 






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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
to the Master Servicer or Special 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 (in the case of the Master Servicer) or Exhibit
AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the
Special Servicer), as applicable, and 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, 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


 






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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) the Depositor has consented to
the related Sub-Servicer, (iv) any such agreement entered into by the Master Servicer shall provide that it may be assumed by the
Trustee, if the Trustee 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, (v) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from
the Depositor, the Master Servicer shall provide a copy of the applicable 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, (vi) the Master Servicer shall notify the applicable Mortgage
Loan Seller of any such agreement, (vii) any assignment of such Sub-Servicing Agreement (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), (viii) 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, and (ix) any such 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
if the Sub-Servicer fails (1) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer 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 (2) 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 items required under any other pooling
and servicing agreement that the Depositor is a party to. 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 pay the servicing fees of any Sub-Servicer
and shall provide a copy of each Sub-Servicing Agreement (and any assignment thereof) to the Trustee. The Special Servicer may
not enter into Sub-Servicing Agreements.


 


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


 






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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 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 and the Certificateholders, shall (at no expense to the
Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each Sub-Servicer under the
related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable efforts to cause any
Sub-Servicer to comply with the requirements of Article X hereof. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard.
The Master Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing
Agreement.


 


Notwithstanding any
Sub-Servicing Agreement or primary servicing agreement, the Master Servicer will remain primarily liable to the Trustee, the Certificate
Administrator, the Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Serviced
Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreement or primary 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 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


 






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efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer, as applicable.


 


(e)          Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents or Trust Subordinate Companion Loan documents, as applicable, without the consent of the Master Servicer or Special Servicer,
as applicable.


 


(f)          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 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; (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; (iii)
any consultation, consent and Special Servicer appointment rights of the related Serviced Companion Loan Holder or its Companion
Loan Holder Representative; (iv) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced
Loan Combination; and (v) any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust
Fund (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 (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.


 


(g)          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


 






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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 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.


 


(h)          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 Trust Loan and each Outside Serviced Companion Loan related to the Outside Serviced Trust 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 Trust 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 Trust Loan for the benefit of the Certificateholders, is entitled to (i) consent to or
approve any modification, waiver or amendment of such Outside Serviced Trust 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 Trust 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 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


 






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actions as are reasonably necessary to allow the following parties to exercise such consent, approval or consultation rights:
(a) the Master Servicer (if such Outside Serviced Trust Loan is not part of a “specially serviced loan” (as such term
or any analogous term is defined in the applicable Outside Servicing Agreement) and only to the extent that the action would not
be considered a Major Decision) or the Special Servicer (if such Outside Serviced Trust Loan is part of a “specially serviced
loan” (as such term or any analogous term is defined in the applicable Outside Servicing Agreement) or if the action would
be considered a Major Decision) shall exercise such consent or approval rights, with, in the case of a matter that would be a Major
Decision, the consent of the Controlling Class Representative unless a Control Termination Event exists, in each case in accordance
with Section 3.01(j); and (b) the Controlling Class Representative (unless a Consultation Termination Event exists) shall
exercise any such consultation rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan.


 


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 Special Servicer (if a Control Termination Event has occurred and is continuing), on behalf of the Trust, as holder of
each Outside Serviced Trust 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 Trust Loans or a Companion
Loan related to an Outside Serviced Trust 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 Trust Loans and any Outside Serviced Companion Loan related
to an Outside Serviced Trust Loan is dependent on their receipt of the corresponding information from the related Outside Servicer
or the related Outside Special Servicer, as applicable.


 


(i)          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 Trust 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 Trust 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


 






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force and effect with respect to the related Outside Serviced Loan Combination, until such
time as a new servicing agreement has 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 Trust Loan.


 


(j)          The parties hereto
acknowledge that each Outside Serviced Trust 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 Trust 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 Trust 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 Trust 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 Trust Loan is not serviced and administered hereunder, the Master Servicer and the Special Servicer hereunder
for each such Outside Serviced Trust 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 Trust Loan.


 


If there are at any
time amounts due from the Trust, as holder of an Outside Serviced Trust 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 Trust Loan requests the Master Servicer, Special Servicer,
Trustee, Certificate Administrator or Custodian to consent to a modification, waiver or amendment of, or other loan-level action
related to, such Outside Serviced Trust 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 second succeeding sentence), the party hereto that receives such request shall promptly deliver a copy of
such request to the Master Servicer and the Special Servicer, and the Master Servicer (if such Outside Serviced Trust Loan is not
part of a “specially serviced loan” (as such term or any analogous term is defined in the applicable Outside Servicing
Agreement) and only to the extent that the action would not be considered a Major Decision) or the Special Servicer (if such Outside
Serviced Trust Loan is part of a “specially serviced loan” (as such term or any analogous term is defined in the applicable
Outside Servicing Agreement) or if the action would be considered a Major Decision) shall exercise such right of consent, with
, in the case of a matter that would be a Major Decision, the consent of the Controlling Class Representative unless a Control
Termination Event exists; provided, however, that, if such Outside Serviced


 






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Trust Loan were serviced hereunder and
such action would not be permitted without Rating Agency Confirmation, then the Master Servicer or the Special Servicer (as applicable)
shall not exercise such right of consent without first having obtained 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). Any consultation rights entitled to be exercised by the holders of such Outside Serviced
Mortgage Loan shall be exercised by the Controlling Class Representative (unless a Consultation Termination Event exists). 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. 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 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, the Trustee shall have obtained
the consent of the Controlling Class Representative. 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); provided that, at the direction of the Holders of Certificates evidencing at least 25% of the aggregate
of all Voting Rights, the Trustee shall


 






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make a request to the related Outside Trustee for the termination of the related Outside
Servicer or Outside Special Servicer, as applicable, pursuant to the terms of the applicable Outside Servicing Agreement or if
applicable pursuant to the terms of the applicable Outside Servicing Agreement with respect to a termination event involving the
related Outside Servicer, the appointment of a new sub-servicer with respect to the related Outside Serviced Loan Combination.
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. 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 (if a Control
Termination Event exists), the Controlling Class Representative (if a Control 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 Trust 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). 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 Trust 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 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; 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.


 


(k)           With respect to
each Outside Serviced Trust Loan, the parties to this Agreement agree as follows:


 


(i)            pursuant
to the applicable Outside Servicing Agreement, the related Outside Servicer 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 applicable Outside Servicing Agreement) with respect to such Outside Serviced Trust 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
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust 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 applicable Outside Servicing Agreement), but


 






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only to the extent that they relate to servicing
and administration of such Outside Serviced Trust 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 applicable
Outside Servicing Agreement) relating to such Outside Serviced Trust 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 Trust 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 applicable 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 Trust 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 Trust Loan, each of (i) (as and to the same extent the related Outside Securitization Trust is
required to indemnify each of the following parties in respect of other mortgage loans in the related Outside Securitization Trust
pursuant to the terms of the applicable 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


 






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foregoing, to the extent such parties
are identified as “Indemnified Parties” in the applicable Outside Servicing Agreement in respect of other mortgages
included in related 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 Trust 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 Trust 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 Trust 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” or “Whole Loan Custodial Account” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the applicable Outside Servicing
Agreement that are allocated to the Outside Serviced Trust 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 and each Outside Securitization Trust shall be third party beneficiaries of this
Section 3.01(k).


 


(l)            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.


 


(m)          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


 






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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.


 


(n)          The parties hereto
acknowledge and agree that the servicing and administration of a Trust Subordinate Companion Loan shall continue hereunder by the
Master Servicer and the Special Servicer even if the related Trust AB Mortgage Loan is no longer part of the Trust Fund. The parties
hereto acknowledge and agree that at any time a Trust AB Mortgage Loan is no longer an asset of the Trust, the Master Servicer
and Special Servicer shall have no obligation to service such Mortgage Loan or the related Mortgaged Property and shall service
only the related Trust Subordinate Companion Loan pursuant to this Agreement, subject to the terms of the related intercreditor
agreement with respect to any obligation to service and administer such Mortgage Loan or the related Mortgaged Property on an interim
or temporary basis (taking into account such Mortgage Loan or related Mortgaged Property is no longer in the Trust Fund and therefore
not subject to any Advancing under the terms of this Agreement) while a successor servicing agreement is executed. In such case,
in determining whether to incur and/or make, as applicable, any costs, expenses or liabilities with respect to the Trust Subordinate
Companion Loan or follow any request from the Subordinate Loan-Specific Directing Certificateholder or with respect to any enforcement
action or other action solely regarding the Trust Subordinate Companion Loan, the Master Servicer or Special Servicer, as applicable,
shall determine, before incurring any such costs, expenses or liability, if such amounts are available from current collections
on the Trust Subordinate Companion Loan. The Master Servicer shall not make any Advances with respect to the Trust Subordinate
Companion Loan if the Trust AB Mortgage Loan is no longer in the Trust Fund. If such amounts are available, the Master Servicer
or Special Servicer shall pay such amounts only from collections on the Trust Subordinate Companion Loan. If such amounts are not
available from current collections on the Trust Subordinate Companion Loan, no such amounts shall be incurred unless paid by the
Class [LOAN-SPECIFIC] Certificateholder. In any event, no losses, expenses, costs, fees or other amounts related solely to the
Trust Subordinate Companion Loan shall be borne by the remainder of the Trust.


 


Section
3.02          Liability of the Master Servicer. Notwithstanding any
Sub-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 for the
servicing and administering of the Mortgage Loans (other than the Outside Serviced Trust Loans), the Serviced Companion Loan
and the Trust Subordinate Companion Loan in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Sub-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 were servicing and administering the Mortgage Loans (other than the Outside Serviced Trust
Loans), the Serviced Companion Loan and the Trust Subordinate 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


 






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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 commercially 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 (including Special Servicing Fees (in the case
of the Special Servicer only), Workout Fees, Liquidation Fees (in the case of the Special Servicer only) and any other fees payable
to the Master Servicer or the Special Servicer if and to the extent the related Loan Documents require the related Mortgagor to
pay such fees), 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 commercially 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 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 Periodic Payment with respect to any Mortgage Loan (other than an Outside
Serviced Trust Loan), Serviced Companion Loan or Trust Subordinate 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 Trust Loans),
the Serviced Companion Loan and the Trust Subordinate Companion Loan as are permitted or required under Section 3.21 of
this Agreement.


 


(b)          If there is any
ARD Mortgage Loan included in the Trust Fund, and if the Master Servicer receives Excess Interest directly from the related Mortgagor
or through the Special Servicer, which Excess Interest was collected during the Prepayment Period for any Distribution Date, or
receives notice from the related Mortgagor that the Master Servicer will be receiving Excess Interest during the Prepayment Period
for any Distribution Date, then the Master Servicer shall notify the Certificate Administrator no later than two Business Days
prior


 






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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 Trust 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 (A) promptly following the Closing Date, written notice in the form of Exhibit FF attached hereto stating that,
as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust 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 Trust 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 Trust Loan, the Mortgaged Property related to each Outside Serviced Trust Loan or any related
REO Property; 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 Trust Loan, if the Master Servicer does not receive from the related Outside Servicer any Periodic
Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Trust 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


  






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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 Trust 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 Trust Loan) and the Trust Subordinate Companion 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 Trust Subordinate Companion 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 (including, in
the case of the Trust Subordinate Companion Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) 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
Subordinate Companion Loan)). 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, Serviced Loan Combination
or Trust Subordinate Companion Loan 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 or Trust Subordinate
Companion Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Mortgage


 






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Loan requires or permits
it to be held in an account that is not an Eligible Account) and (subject to any changes in the identities of the Master Servicer
and/or the Trustee) shall be entitled, “[master servicer], as Master Servicer,
on behalf of [trustee], as Trustee for the benefit of the registered Holders of
[______________], 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, Serviced Loan Combination or Trust Subordinate Companion Loan, 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, Serviced Loan Combination or Trust
Subordinate Companion Loan, 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, Serviced
Loan Combination or Trust Subordinate Companion Loan, 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, Serviced Loan Combination
or Trust Subordinate Companion Loan, as applicable, or otherwise to the Master Servicer 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)              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


 






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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; Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account; and [loan-specific]
remic 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 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 or the Trust Subordinate Companion Loan, including the principal component
of Unscheduled Payments;


 


(ii)             all
payments on account of interest on such Mortgage Loans or the Trust Subordinate Companion Loan (including Excess Interest);


 


(iii)            all
Yield Maintenance Charges on such Mortgage Loans or the Trust Subordinate Companion Loan;


 


(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;


 






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(v)              all
Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans or the Trust Subordinate
Companion Loan;


 


(vi)             any
amounts received from Mortgagors under such Mortgage Loans or the Trust Subordinate Companion Loan 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; and


 


(vii)            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 and
defeasance fees 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 applicable, shall be entitled to
retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees 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
and/or defeasance fees 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 Mortgage Loan into the Collection Account and shall instead apply such fees in accordance with Section 3.14 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.


 






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Upon receipt of any of
the amounts described in clauses (i) through (vii) 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, 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.


 


For purposes of determining
amounts to be deposited in the Collection Account in respect of the Trust Subordinate Companion Loan and the Trust AB Mortgage
Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related intercreditor agreement.
All amounts so allocable to the Trust Subordinate Companion Loan shall be held separate and apart from other amounts deposited
in the Collection Account (or in a subaccount of the Collection Account) and may be withdrawn from the Collection Account (pursuant
to Section 3.05 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited under the related
intercreditor agreement.


 


(b)             The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier 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 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 Distribution Account, as set forth in Section 4.01 of
this Agreement, shall be deemed to make the deposits into the Lower-Tier Distribution Account and the Upper-Tier 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.


 






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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(e)(i) of this Agreement, shall be distributed to the Holders of the
Class [R] Certificates in respect of the Lower-Tier Residual Interest.


 


(d)             The
Certificate Administrator shall establish and maintain the Exchangeable Distribution Account in the name of the Certificate Administrator
on behalf of the Trustee, for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account
shall be non-interest bearing and shall be established and maintained as an Eligible Account or as a sub-account of an Eligible
Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the Exchangeable Distribution
Account in accordance with Article IV of this Agreement.


 


(e)             Prior
to the Master Servicer Remittance Date immediately following the end of the first Prepayment 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 (if applicable).
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 Prepayment 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(m) 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.


 


(f)              The
Certificate Administrator shall establish and maintain the [LOAN-SPECIFIC] REMIC Distribution Account, in its own name on behalf
of the Trustee, in trust for the benefit of the Holders of the Class [LOAN-SPECIFIC] Certificates, which shall be an asset of the
Trust and the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, but shall not be an asset of any other Trust REMICs. The
[LOAN-SPECIFIC] REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an


 






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Eligible
Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the [LOAN-SPECIFIC]
REMIC Distribution Account in accordance with Section 3.06 and Article IV of this Agreement.


 


(g)             Notwithstanding
anything to the contrary herein, each Distribution Account, the Exchangeable 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.


 


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 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 the principal component of Unscheduled Payments;


 


(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


 






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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 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).


 


(b)             The
foregoing requirements for deposits in each Loan Combination Custodial 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 and defeasance fees 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 and/or defeasance fees 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 and/or defeasance fees 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


 






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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 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 to the Certificate Administrator for deposit in the Lower-Tier Distribution Account (or the [LOAN-SPECIFIC] REMIC Distribution
Account in respect of the Trust Subordinate Companion Loan), 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 or the Trustee, (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


 






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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 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 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)            (A) 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


 






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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, (1) 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 (2) 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; (B) to pay the Operating
Advisor any unpaid Operating Advisor Fees and unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor
Consulting Fee is actually received from the related Mortgagor and, with respect to the Outside Serviced Trust Loans, deposited
into the Collection Account pursuant to Section 3.03(c)); and (C) to pay the Asset Representations Reviewer, any unpaid
Asset Representations Reviewer Fee payable in connection with any Asset Review that was performed as a result of an Affirmative
Asset Review Vote;


 


(iv)             in
accordance with Section 2.03 of this Agreement, to reimburse the Trustee, Asset Representations Reviewer or the Special
Servicer, out of general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced
Trust Loans) for any unreimbursed expense reasonably incurred by the Trustee, the Asset Representations Reviewer or the Special
Servicer in connection with the enforcement of a Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan
Purchase Agreement, together with interest thereon at the Advance Rate, but only to the extent that such expenses are not otherwise
reimbursable;


 


(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 Certificate Administrator, the Special Servicer, 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 CREFC®


 






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Intellectual Property Royalty License
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, 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) 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
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(x)             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),
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 Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 






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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 Trust 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 second 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 Trustee, the Asset Representations Reviewer 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, Asset Representations Reviewer 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 Trustee, the Asset Representations Reviewer
or the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor,
the Trustee, the Asset Representations Reviewer 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 Trust Loan, the Master Servicer shall pay to, subject to Section 3.01(k)(i), 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.


 


The Trustee, 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


 






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Collection
Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income), Asset Representations
Reviewer Fees, 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)), 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 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 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 (704) 715 0036 (or such alternative number provided by the Master Servicer
to the Certificate Administrator in writing) and by telephone at telephone number (800) 326 1334 (or such alternative number 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.


 


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:


 


(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


 






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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 the Business Day immediately following the Determination 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 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 to
the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 


(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


 






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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 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 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 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 Trustee 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


 






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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 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 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
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


 






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“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 to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on the Business Day immediately following the Determination 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


 






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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 Distribution Account on such Master Servicer Remittance Date.


 


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, 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),
or any REO Account (each of the Collection Account, any Loan Combination Custodial Account, any REO Account 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 Reserve Account, 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 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 Certificate Administrator
(on behalf of the Trustee for the benefit of the Certificateholders) or in the name of a nominee of the Certificate Administrator.
The Certificate Administrator shall have sole control (except with respect to investment direction which shall be in the control
of the Master Servicer (or the Special Servicer, with respect to any REO Accounts) as an independent contractor to the Trust Fund)
over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to
the Certificate Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer,
if any, necessary to transfer title to such investment to the Certificate Administrator or its nominee. The Certificate Administrator
shall have no 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


 






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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), 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) 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 each Distribution Account, the Exchangeable 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, 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 Account, 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


 






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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 Trust Loan), each
Serviced Companion Loan and the Trust Subordinate 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, the related Serviced Companion Loan or such greater amount as is 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, the related Serviced Companion Loan
and the Trust Subordinate 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 Trust 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


 






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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 Trust 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,
the related Serviced Companion Loan and the Trust Subordinate Companion Loan and (ii) the maximum amount of such insurance required
by the terms of the related Mortgage Loan, Serviced Loan Combination or Trust Subordinate Companion Loan 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 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, Serviced Loan Combination or Trust Subordinate
Companion Loan, 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, Serviced Loan Combination or Trust Subordinate
Companion Loan or, if not specified, in-place at origination. If an REO Property (other than an REO Property related to the Outside
Serviced Trust 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,


 






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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 applicable 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 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.


 






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(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 Trust Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or,
if applicable, related Serviced Loan Combination or Trust Subordinate Companion Loan (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 Trust 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 clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, Serviced Loan Combination or
Trust Subordinate Companion Loan 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 Trust Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Trust 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


 






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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 Trust Subordinate Companion Loan or 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 maintain a fidelity bond in such form as is consistent with the Servicing Standard
and in such amounts that are consistent with the Servicing Standard. 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 or Trust Subordinate Companion Loan 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 “[__]” as rated by [RA1], the
Master Servicer or the Special Servicer 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 for it 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.


 


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, the Master Servicer,
with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly
analyze such request, including the preparation of written materials in connection with


 






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such analysis, and (ii) if approved, close
the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) 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 3.29; 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. With respect
to all Performing Serviced Loans, the Master Servicer and, in the case of Specially Serviced Loans, the Special Servicer, 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
its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or
such other time 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 Companion Loan Holder) 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 in the preceding sentence) 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 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 11.13 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. With respect to all Serviced Mortgage Loans, the Trust Subordinate Companion
Loan 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-


 






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Lender Agreement if a Serviced
Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved
and a Control Termination Event does not exist) (or, with respect to any Serviced AB Loan Combination or Trust AB Loan Combination,
prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion
Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the related intercreditor
agreement), as applicable, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to)
by such related Directing Holder (or, with respect to any Serviced AB Loan Combination or Trust AB Loan Combination, prior to the
occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan or
the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the related intercreditor agreement)
of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional
information the related Directing Holder (or, with respect to any Serviced AB Loan Combination or Trust AB Loan Combination, prior
to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion
Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the related intercreditor
agreement)may reasonably request for the analysis of such request, which recommendation and information may be delivered in an
electronic format reasonably acceptable to the related Directing Holder (or, with respect to any Serviced AB Loan Combination or
Trust AB Loan Combination, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the
related AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required
under the related intercreditor agreement)and the Master Servicer or the Special Servicer, as applicable. In addition, neither
the Master Servicer nor the Special Servicer, as applicable, 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, shall have received
a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan or Trust Subordinate
Companion Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% 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 $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, related Serviced Loan Combination or Trust Subordinate Companion Loan, as 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 (although no such Rating Agency Confirmation will
be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer
nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency
Confirmation with respect to such action unless 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


 






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Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although
no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000).
For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties,
in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner,
to the extent prohibited 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, to the extent prohibited under the related Loan Documents.


 


The Master Servicer (with
respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) 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 (after the occurrence and
during the continuance of a Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 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 an original to the Trustee or the Custodian 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, 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, shall use reasonable
efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating
Agency Confirmation, are 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.


 






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(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.


 


(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, Serviced
Companion Loan or Trust Subordinate Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)             With
respect to any Mortgage Loan (other than the Outside Serviced Trust Loans), Serviced Loan Combination or Trust Subordinate Companion
Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related
Loan Documents:


 


(i)              In
the event such Mortgage Loan, Serviced Loan Combination or Trust Subordinate Companion Loan 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 certain Mortgage Loans originated or acquired
by [sponsor] that are subject to defeasance, [sponsor]
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 [sponsor]
or [sponsor]’s assignee in the case of the Mortgage Loans for which [sponsor]
is the related Mortgage Loan Seller. Until such time as [sponsor] provides written
notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to


 






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which
[sponsor] is the related Mortgage Loan Seller shall be delivered to [_____________________________].]


 


(ii)             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.


 


(iii)            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.


 


(iv)            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.


 


(v)             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 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).


 


(vi)            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


 






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expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(vii)            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).


 


(viii)           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 Section 3.09, 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 Mortgage Loan or Serviced Loan Combination
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 Special Servicer may rely on an Opinion of Counsel in making any such determination under clause (ii) above.


 


Section 3.10      Appraisal
Reductions; 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, 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


 






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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.


 


The Certificate Principal
Amount of each Class of applicable 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) 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 Principal
Amounts of the following Classes of Certificates and Class [EC] Regular Interests in the following order of priority: first,
to the Class [H] Certificates; second, to the Class [G] Certificates; third, to the Class [F] Certificates; fourth,
to the Class [E] Certificates; fifth, to the Class [D] Certificates; sixth, to the Class [C] Regular Interest (and
correspondingly, the Class [C] Certificates and the Class [EC] Component [C], pro rata based on their respective percentage
interests therein); seventh, to the Class [B] Regular Interest (and correspondingly, the Class [B] Certificates and the
Class [EC] Component [B], pro rata based on their respective percentage interests therein); eighth, to the Class
[A-S] Regular Interest (and correspondingly, the Class [A-S] Certificates and the Class [EC] Component [A-S], pro rata based
on their respective percentage interests therein); 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 and (v) Class [A-AB] Certificates, based on their
respective Certificate Principal Amounts (provided in each case that no Certificate Principal Amount in respect of any such Class
may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining
the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer shall
promptly notify the Certificate Administrator and Master Servicer of the determination of any such Appraisal Reduction Amount,
and the Certificate Administrator shall promptly post notice of the determination of any such Appraisal Reduction Amount 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 (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 Certificates
representing the majority of the Certificate Principal Amount of any Class of Control Eligible Certificates whose Certificate Principal
Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that Class as a result of an allocation
of an Appraisal Reduction Amount in respect of such Class (such Class, an


 






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“Appraised-Out Class”) shall have
the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain
a second Appraisal of any Serviced Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting
Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser
in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with the
Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special
Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice
of the determination of such Appraisal Reduction Amount.


 


An Appraised-Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice
of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to
challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant
to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled
to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal
Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination
by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such
recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation
Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights
of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out
Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Principal Amount of any Appraised-Out Class shall have
the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Serviced Loan for which
an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged
Properties that would have a material effect on its appraised value, and the Special Servicer shall use its reasonable best efforts
to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure
that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided
that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with
the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred
that would have a material effect on such appraised value of the related Mortgaged Property or Mortgaged Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount,
the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional
Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall


 






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recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website.


 


Appraisals that are permitted
to be presented by, or 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 its good faith judgment exercised 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 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 Trust 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 (including the Holders of the Class [LOAN-SPECIFIC] Certificates,
if applicable) 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


 






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best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (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)) 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 its good faith judgment, 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


 






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this Agreement shall be provided to the Certificateholder
of any Regular 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), 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),
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). 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 or Trust Subordinate 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 and Certificate
Administrator to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, Serviced Loan Combination
or Trust Subordinate Companion Loan 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


 






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Mortgage File.
No expenses incurred 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 Custodian of a Request for Release, the Certificate Administrator
shall promptly cause the Custodian to 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 Custodian, 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 Custodian shall 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
Trust Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Trust 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 Trust Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached
hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its
designee. In connection with the release of the original Note for an Outside Serviced Trust Loan in accordance with the preceding
sentence, the Custodian 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 Mortgage Note as custodian
on behalf of and for the benefit of the Trustee.


 


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, Trust Subordinate
Companion Loan and REO


 






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Mortgage Loan and REO Trust Subordinate Companion Loan (including the Outside Serviced Trust Loan but excluding
the Outside Serviced Companion Loans) and each Serviced Companion Loan and 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, (i) [__]% of
any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan or Trust
Subordinate Companion Loan, as applicable, agreed to by the Master Servicer pursuant to Section 3.24 of this Agreement that
did not require the approval of the Special Servicer, (ii) [__]% of any Excess Modification Fees with respect to a modification,
waiver, extension or amendment of a Performing Serviced Loan or Trust Subordinate Companion Loan consented to by the Special Servicer
pursuant to Section 3.24 of this Agreement, (iii) [__]% of any defeasance fee received in connection with a defeasance of
a Serviced Loan or Trust Subordinate Companion Loan as contemplated under Section 3.09 of this Agreement, (iv) [__]% of
any Assumption Fees with respect to a Performing Serviced Loan or Trust Subordinate Companion Loan consented to by the Master Servicer
that did not require the approval of the Special Servicer, (v) [__]% of any Assumption Fees with respect to a Performing Serviced
Loan or Trust Subordinate Companion Loan consented to by the Special Servicer, (vi) the aggregate Prepayment Interest Excess (exclusive
of any portion thereof attributable to an Outside Serviced Trust 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) [__]% of Ancillary Fees (other than fees for
insufficient or returned checks) and assumption application fees actually received from Mortgagors on Performing Serviced Loans
or the Trust Subordinate Companion Loan, (viii) [__]% of Consent Fees with respect to a Performing Serviced Loan or Trust Subordinate
Companion Loan that did not require the approval of the Special Servicer, (ix) [__]% of any Consent Fees with respect to a Performing
Serviced Loan or Trust Subordinate Companion Loan consented to by the Special Servicer, (x) [__]% of Excess Penalty Charges paid
by the Mortgagors with respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an Outside Serviced Trust Loan)
other than Excess Penalty Charges accrued during the period such Mortgage Loan is a Specially Serviced Loan, (xi) [__]% of fees
for insufficient or returned checks actually received from Mortgagors on all Serviced Loans, and (xii) in the case of any ARD Mortgage
Loan, [__]% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise
the related Anticipated Repayment Date option pursuant to the related Loan Documents unless the Special Servicer’s consent
is required, then [__]% of any such extension fee; 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


 






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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.


 


[master
servicer] 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 [master servicer] 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 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. [master
servicer] 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 [master servicer] 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 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


 






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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 Depositor, the Special Servicer, the Trustee or 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 and Trust Subordinate Companion Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator
shall be entitled with respect to each Mortgage Loan and Trust Subordinate Companion 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 Trust Subordinate Companion Loan or 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


 






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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,
(i) [__]% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan or Trust Subordinate Companion Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement,
(ii) [__]% 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) [__]% of any Assumption Fees
with respect to a Specially Serviced Loan, (iv) [__]% of any Assumption Fees with respect to a Performing Serviced Loan or Trust
Subordinate Companion Loan consented to by the Special Servicer, (v) [__]% of Ancillary Fees (other than fees for insufficient
or returned checks) and assumption application fees actually received from Mortgagors on Specially Serviced Loans, (vi) [__]% of
Consent Fees with respect to a Specially Serviced Loan, (vii) [__]% of any Consent Fees with respect to a Performing Serviced Loan
or Trust Subordinate Companion Loan consented to by the Special Servicer, (viii) [__]% of Excess Penalty Charges paid by the Mortgagors
with respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an Outside Serviced Trust Loan) accrued during
the period such Mortgage Loan is a Specially Serviced Loan, (ix) any interest or other income earned on deposits in the REO Accounts,
and (x) in the case of any ARD Mortgage Loan, [__]% of any extension fee actually paid by the related Mortgagor in connection with
the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents,
unless the Special Servicer’s consent is not required, then 0% of any such extension fee. The Special Servicer shall not
be entitled to any Special Servicing Fees with respect to the Outside Serviced Trust Loans.


 


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, Trust Subordinate Companion 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 Trust 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, Trust Subordinate Companion Loan 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, Trust
Subordinate Companion 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, Trust Subordinate Companion 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


 






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negotiated by the Special Servicer and evidenced
by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely
because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes
a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. 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 Trust 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 Trust 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, Trust Subordinate
Companion 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, Trust Subordinate Companion 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 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 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 Trust 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, 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.


 






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(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, Trust Subordinate Companion Loan 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.


 


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 Certificate Administrator,
without charge and within two Business Days following the related Determination Date, an electronic
report that discloses
and contains an itemized listing of
any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period.


 






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(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 Trust 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.


 


Section 3.13      Compensating Interest
Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier Distribution Account
on each Master Servicer Remittance Date, without any right of reimbursement therefor, a cash payment in 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 amount of 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 (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 [__]% per annum, (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is
serviced under this Agreement, any related Serviced Pari Passu Companion Loan) subject to such prepayment
and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Collection
Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan or any related Serviced
Pari Passu Companion Loan, as applicable, subject to such prepayment. 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 borrower to deviate (a
“Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments
(other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Mortgage
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 awards), then for purposes of
calculating the Compensating Interest


 






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Payment for the related Distribution Date, the Master Servicer will pay, without regard
to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan otherwise described
in clause (i) above in connection with such Prohibited Prepayments.]


 


[With respect to the Trust
Subordinate Companion Loan, the Master Servicer will be required to make Compensating Interest Payments in an amount equal to the
lesser of: (A) the amount of Prepayment Interest Shortfall incurred in connection with voluntary principal prepayments received
in respect of the Subordinate Companion Loan, so long as it is not a Specially Serviced Loan or the Special Servicer did not allow
a prepayment on a date other than the applicable Due Date for the related Distribution Date, and (B) the Servicing Fee for the
Subordinate Companion Loan, and the related Distribution Date (calculated at [___]% per annum).]


 


Compensating Interest
Payments with respect to the Serviced Loan Combinations will be allocated among the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan in accordance with their respective principal amounts, and the Master Servicer will be required to pay
the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan to the Holder thereof.


 


The aggregate of any Prepayment
Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Available Funds for
any Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for the related Distribution
Date [or, in the case of an Outside Serviced Mortgage Loan, the portion of any Compensating Interest Payments allocable to such
Outside Serviced Mortgage Loan to the extent received from the related Outside Servicer] (the aggregate of the Prepayment Interest
Shortfalls that are not so covered, as to the related Distribution Date, the “Excess Prepayment Interest Shortfall”)
will be allocated on that Distribution Date among each Class of [APPLICABLE CLASSES] Certificates and the Trust Components as follows:
[ALLOCATION TO BE SPECIFIED]. [Shortfalls allocable to the Trust Subordinate Companion Loan as a result of Prepayment Interest
Shortfalls not covered by Compensating Interest Payments will be allocated to the [LOAN-SPECIFIC CLASS] Certificates.]


 


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, Trust Subordinate Companion Loan or Serviced Loan Combination, including an Outside Serviced
Trust Loan (to the extent allocable to such Outside Serviced Trust Loan pursuant to the related Co-Lender Agreement and remitted
to the Master Servicer by the related Outside Servicer) during the related Prepayment 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


 






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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 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 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.

 






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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.


 


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.


 


Upon the reasonable request
of any Certifying Certificateholder or Serviced Companion Loan Holder (or with respect to any Subordinate Companion Loan, the holder
of such Subordinate Companion Loan), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder
or Serviced Companion Loan Holder or Subordinate Companion Loan Holder) copies of any operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer.


 


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


 



 






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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 appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the
Master Servicer, the Special Servicer, any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence
and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and
continuance of a Consultation Termination Event) 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 Operating Advisor and the related Directing Holder 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 is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 



After the occurrence
and during the continuation of a Control Termination Event, 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 unless (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


 






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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.


 


Notwithstanding anything
to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given
access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


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
Trust Loan) is acquired for the benefit of Certificateholders (or (i) with respect to a Serviced Loan Combination, for the benefit
of the Certificateholders and the related Serviced Companion Loan Holder(s); or (ii) with respect to the Trust Subordinate Companion
Loan, for the benefit of the Certificateholders and the Holders of the Class [loan-specific]
Certificates) (as a collective whole as if such Certificateholders and, if applicable, such Serviced Companion Loan Holder(s)
and Holders of the Class [loan-specific]
Certificates, respectively, 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 for federal income tax purposes at any time that any Lower-Tier Regular Interests or Regular Certificates
are 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 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


 






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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(s) and the Holders
of the Class [loan-specific] Certificates, 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 Trust 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) and the Holders of the Class [loan-specific] Certificates
(as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) and the
Holders of the Class [loan-specific] Certificates 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)), 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 Serviced Companion Loan Holder(s)
and the Holders of the Class [loan-specific] Certificates (as a collective whole
as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) and the Holders of the Class [loan-specific]
Certificates, 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)) 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 “[special
servicer], as Special Servicer, on behalf of [trustee], as Trustee, for the
benefit of the registered Holders of [_____________________], [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 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 one (1) Business Day after receipt all revenues and proceeds received by it with respect to any REO Property, and
shall withdraw


 






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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 its good faith business judgment, 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 the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds received or collected from each REO Property during the related Prepayment 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:


 


(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;


 






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(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 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

 


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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)           
With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate
Companion Loan in this Section 3.16 shall be deemed to be taken also for the benefit of the Holders of the Class [LOAN-SPECIFIC]
Certificates, as beneficial owners of the Trust Subordinate Companion Loan.


 


(e)           
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an
Outside Serviced Trust Loan.


 


Section 3.17          
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans.


 


(a)           
The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Trust Loan) or Trust Subordinate Companion 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 and, in the case of the Trust Subordinate Companion Loan, the related Subordinate
Loan-Specific Directing Certificateholder (as a collective whole as if such Certificateholders and, in the case of a

 






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Serviced Pari
Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder and, in the case of the Trust Subordinate Companion
Loan, the related Subordinate Loan-Specific Directing Certificateholder 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 and the related Subordinate Loan-Specific Directing Certificateholder
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 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 (after the occurrence and during the continuance of a Control Termination Event) of any inquiries
or 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 related Subordinate Loan-Specific Directing Certificateholder (in
the case of the Trust Subordinate Companion Loan, 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 (after the occurrence and during the continuance of a Control Termination Event) 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 highest offeror is a Person other than an Interested Person, and
by the Trustee, if the highest 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, in determining whether any offer received from an Interested Person represents a fair price for any
Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in
accordance with this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal.
The appraiser conducting any such new Appraisal shall be an Appraiser selected by (i) the Special Servicer if no Interested
Person is offering with respect to a Defaulted Loan and (ii) the Trustee if an Interested Person is so offering. The cost
of any


 






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such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance. 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), and in determining whether any offer from an Interested
Person constitutes a fair price for any such Defaulted Loan, any Appraiser shall be instructed to take into account, as applicable,
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. Notwithstanding anything contained in this Section 3.17(d)
to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price
for the subject Defaulted Loan, the Trustee may (at its option and at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
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. If the Trustee designates such a third party to make such
determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. 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; provided that the Trustee will not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(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.


 






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(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 Trust 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, upon receipt of an Officer’s Certificate from the Master
Servicer to the effect that such deposit has been made, shall release or cause to be released to the purchaser of the Defaulted
Loan the related Mortgage File, and 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 Trust Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(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 Trust Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder and the Holders
of the Class [loan-specific] Certificates (in the case of the Trust AB Loan Combination)
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 Trust 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. 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, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, in the
case of a Serviced Loan Combination, any related Serviced Companion Loan Holder of any inquiries or offers received regarding the
sale of any REO Property hereunder.


 


(j)           
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder, the Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB 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 (after the occurrence and
during the continuance of a Control Termination Event) not less than three (3) Business Days’


 






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prior written notice of its
intention to sell any REO Property (other than an REO Property related to an Outside Serviced Trust 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
Trust Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if
the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest 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 be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with
this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser
conducting any such new Appraisal shall be an Appraiser selected by the Special Servicer if no Interested Person is offering with
respect to such REO Property and selected by the Trustee if an Interested Person is so offering. The cost of any such Appraisal
shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance. 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), and in determining whether any offer from an Interested Person constitutes a fair
price for any such REO Property, any Appraiser shall be instructed to take into account, as applicable, 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.

 


(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 and Holders of the Class
[loan-specific] Certificates (with respect to the Trust AB Loan Combination), as
applicable, 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 Trust 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 defaulted Trust Subordinate Companion Loan or REO Property (other than an
REO Property related to an Outside Serviced Trust Loan) shall be final and without recourse to the Trustee, the

 






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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 or defaulted Trust Subordinate Companion 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) 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) and in the case of the Trust AB Loan Combination, the Holders of the Class [Loan-specific]
Certificates, as applicable (as a collective whole as if such Certificateholders and, if applicable, any related Serviced Pari
Passu Companion Loan Holder(s) and Holder(s) of the Class [loan-specific] Certificates
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 Combination, any related Serviced Pari Passu Companion Loan Holder(s) and, in the
case of the Trust AB Loan Combination, the Holders of the Class [Loan-specific]
Certificates, as applicable (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Pari
Passu Companion Loan Holder(s) and Holder(s) of the Class [loan-specific] Certificates
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 Trust 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)), 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) and, in the case of an REO Property that corresponds to a Trust AB Loan Combination,
the Holders of the Class [loan-specific] Certificates (as a collective whole as
if such Certificateholders and, if applicable, any Serviced Companion Loan Holder(s) and Holder(s) of the Class [loan-specific]
Certificates 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)), 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

 






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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) and, in the case of an REO Property that corresponds to a Trust AB Loan Combination,
the Holders of the Class [loan-specific] Certificates (as a collective whole as
if such Certificateholders and, if applicable, any related Serviced Companion Loan Holder(s) and Holder(s) of the Class [loan-specific]
Certificates 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)) (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 Trust 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 Trust 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 Trust 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 Trust 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 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 





 






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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 to such related Serviced Pari Passu
Companion Loan Holder: (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.


 


(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 to the Controlling Class Representative, the related Outside Controlling Note
Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan: (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 


 






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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 be permitted to sell the related Serviced Subordinate Companion Loan together with such Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan as one whole loan in accordance with this Agreement and the related Co-Lender Agreement, provided
that the Special Servicer has received prior written consent from the holder of such Serviced Subordinate Companion Loan.


 


(s)          
With respect to any Outside Serviced Trust 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 Trust Loan, the liquidation of such Outside Serviced Trust 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 Trust 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 Trust 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.


 


(t)          
In the event the Trust Subordinate Companion Loan becomes a Defaulted Mortgage Loan, the related Subordinate Loan-Specific
Directing Certificateholder shall be permitted upon irrevocable notice to the Master Servicer, Special Servicer, Trustee, Certificate
Registrar, Depositor, Directing Holder and Operating Advisor, to purchase such Trust Subordinate Companion Loan from the Trust
in exchange for the Class [LOAN-SPECIFIC] Certificates together with the payment of all fees, costs and expenses and other amounts
arising hereunder, including without limitation any amounts due to the Master Servicer, the Special Servicer, the Operating Advisor
and the Trustee. After such election, the Certificate Registrar 





 






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shall
extinguish the Class [LOAN-SPECIFIC] Certificates on any Distribution Date within 45 days of receipt of such notice upon the tender
of the Class [LOAN-SPECIFIC] Certificates by such Holder and shall deliver the Mortgage Note related to the Trust Subordinate
Companion Loan together with all assignments and allonges necessary to transfer ownership of such Mortgage Note to such Holder.
For federal income tax purposes, the Class [LOAN-SPECIFIC] Certificateholder shall be deemed to have purchased the Trust Subordinate
Companion Loan for an amount equal to the outstanding Certificate Balance of the Class [LOAN-SPECIFIC] Certificates and all accrued
unpaid interest thereon, and such amount shall be deemed to be distributed to such Holder in accordance with Section 4.01(b).
Notwithstanding anything to the contrary herein, such rights described in this Section 3.17(t) shall expire if the Trust
Subordinate Companion Loan is no longer part of the Trust Fund, is otherwise sold pursuant to the terms of this Agreement, or
becomes an REO Loan.


 


Section 3.18         
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 20[__]; 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.


 


(b)          
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Trust 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.


  






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(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 Trust 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 Trust 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.


 


Section 3.20          
Property Advances.


 


(a)          
Except with respect to an Outside Serviced Trust 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. 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 Trust Loan). In addition, the Special 



 






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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 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 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 





 






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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)          
Neither the Master Servicer nor 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 subsequent
master servicer and special servicer, 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. 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 





 






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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 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 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 



 






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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
Trust 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 an emergency situation or on an urgent basis, 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 an emergency situation or on an urgent basis, 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. 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.


 


Section 3.21          
Appointment of Special Servicer; Asset Status Reports.


 


(a)         
[special servicer] is hereby appointed as the initial Special Servicer to
specially service each of the Mortgage Loans (other than the Outside Serviced Trust Loans), each Serviced Loan Combination and
the Trust Subordinate Companion Loan.


 


(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, Serviced Loan Combination or Trust Subordinate Companion Loan. Each Asset Status Report will be delivered in electronic
format to the Operating Advisor [(but only after the occurrence and during the continuance of a Control Termination Event)][ EXCLUDE
FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER
OF HORIZONTAL RESIDUAL INTEREST], 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, in the case of an AB Loan Combination,
only prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the
related AB Subordinate Companion Loan), the Certificate Administrator, the related Serviced Companion Loan Holder (in the case
of a Serviced Loan Combination), the related Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB
Loan Combination, and only to the extent the related Trust Subordinate Companion 


 






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Loan is not subject to an AB Control Appraisal
Period and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 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. Such Asset Status Report shall be consistent with
the Servicing Standard and set forth the following information to the extent reasonably determinable:


 


(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, Serviced Loan Combination or Trust Subordinate Companion Loan 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;


  






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(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


 


(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) 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, or if the Special Servicer makes
a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated
to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders), 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), the Special Servicer will revise such Asset Status Report
and deliver to the Operating Advisor [(after the occurrence and during the continuance of a Control Termination Event) [EXCLUDE
FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER
OF HORIZONTAL RESIDUAL INTEREST]], 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), the Certificate Administrator, any related
Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination), the related Subordinate Loan-Specific Directing
Certificateholder (in the case of the Trust AB Loan Combination, and only to the extent the related Trust Subordinate Companion
Loan is not subject to an AB Control Appraisal Period) and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 11.13 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 shall fail to disapprove such revised Asset Status Report in writing within 10 Business
Days of receiving such revised Asset Status Report (but, if the Controlling Class Representative is the related Directing Holder,
only if a Control Termination Event does not exist) 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 


 






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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)). 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),
provided such action does not violate 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
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). The foregoing
shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.


 


After the occurrence
and during the continuance of a Control Termination 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 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 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 days of receipt of each Asset Status Report. 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; 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 a Control Termination 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) or (c) with respect to any Serviced
Companion Loan, any related Serviced Pari Passu Companion Loan Holder (or 


 






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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 should be made, such determination being made in accordance with the Servicing
Standard and the other terms of this Agreement. 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 days after receipt of such Asset Status Report,
the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


[Notwithstanding anything
to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class
Representative (other than in its capacity as Certificateholder) shall have no right to receive any Asset Status Report or otherwise
consult with the Special Servicer with respect to any matter set forth therein and the Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Holder and the Operating Advisor shall consult with the Special Servicer and propose alternative courses of action and provide
other feedback in respect of any Asset Status Report. After the occurrence and during the continuance of a Control Termination
Event, the Controlling Class Representative shall have no right to consent to any Asset Status Report under this Section 3.21(b).
The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during
the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor
or the Directing Certificateholder.][APPLICABLE TO OFFERINGS PRIOR TO DECEMBER 24, 2016]


 


[After the occurrence
and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent to any Asset Status
Report under this Section 3.21. After the occurrence and during the continuance of a Control Termination Event but prior to
the occurrence of a Consultation Termination Event, the Directing Holder, and after the occurrence and during the continuance of
an Operating Advisor Consultation Event, the Operating Advisor, will be entitled to consult with the Special Servicer and propose
alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation
Termination Event, the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any
Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer
will only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special
Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder after the occurrence and
during the continuance of an Operating Advisor Consultation Event or after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing Holder.] [APPLICABLE TO OFFERINGS CLOSING ON OR AFTER DECEMBER 24, 2016
THAT SATISFY RISK 


 






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RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


 


[Notwithstanding the
foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan or Trust Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Loan Combination
or Trust AB Loan Combination, as applicable, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and
the related intercreditor agreement, but the Directing Holder will have no approval rights over any such Asset Status Report, and
the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related intercreditor agreement.]


 


(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 Beneficial 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 Final Asset Status Report for each Specially Serviced Loan.


 


(e)          
Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating
Advisor only each related Final Asset Status Report. 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, require
or cause the Special Servicer to violate the terms of any Mortgage Loan or Serviced 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 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 or materially expand the scope of any Special Servicer’s responsibilities under this Agreement or any Co-Lender
Agreement. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating Advisor.


 


(f)          
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 the purposes of this clause (g), “Applicable Laws”), the Special Servicer
may be required to obtain, verify, record and update 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 





 






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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 or Trust Subordinate Companion 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 related Subordinate Loan-Specific Directing Certificateholder (with respect to the Trust
AB 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 11.13 of this Agreement, the Rule 17g-5 Information
Provider and shall 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, if applicable, the Trust
Subordinate Companion 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 or Trust Subordinate Companion Loan became a Specially Serviced
Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan or Trust Subordinate Companion
Loan until the Special Servicer has commenced the servicing of such Serviced Loan or Trust Subordinate Companion Loan, which shall
occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan or Trust Subordinate
Companion 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 or Trust Subordinate Companion Loan to the Master Servicer. The Master Servicer
shall forward any notices it would 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 immediately give written notice thereof to the
Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder,
the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the Trust Subordinate Companion Loan,
an AB Control Appraisal Period has occurred, if applicable), the related 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 or Trust Subordinate Companion 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 



 






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terminate
and the obligations of the Master Servicer to service and administer such Serviced Loan or Trust Subordinate Companion 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 and Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Trust Subordinate Companion Loan and
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. 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 [2016]) (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 (other than the Trust Subordinate Companion Loan) 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 Mortgage Rate, less the Administrative Cost Rate, on the Stated Principal Balance of each such Mortgage
Loan as of the 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 Periodic 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, the Certificate Administrator
shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve
Account.



 






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Section 3.24         
 Modifications, Waivers and Amendments. 


 


(a)          
(i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent,
except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced
Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable
consent and/or consultation rights of the related Directing Holder (if any) 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) and with respect to any Trust AB Loan Combination or any Serviced Loan Combination, the related Subordinate
Loan-Specific Directing Certificateholder, as applicable, may modify, waive or amend any term of any Serviced Loan or Trust Subordinate
Companion 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)).


 


In addition, with respect
to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action (i) constitutes a Major Decision
pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the
last paragraph of this Section 3.24(a), the Master Servicer 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 pursuant to Section 6.09(a)
of this Agreement, 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 Representative (if any other Serviced Loan(s) are involved
and a Control Termination Event does not exist), as applicable. 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) are involved and a Control Termination Event does not exist), as applicable, with respect to any
modification, waiver, amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement
with regard to any Specially Serviced Loan.


 





No modification, waiver
or amendment of any Co-Lender Agreement related to a Serviced Loan, or an 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 shall be permitted
without the prior written consent of the Special Servicer.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment or other action with regard to any Performing Serviced
Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of its request for such modification,
waiver, amendment or other action, accompanied by the Master Servicer’s written 



 






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recommendation
and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special
Servicer or 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, in each case if applicable, the consultation rights of the Operating Advisor,
the consent and/or consultation rights of the related Directing Holder 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
or other action. Subject to Section 3.10 of this Agreement, 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 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 information it requested from the Master Servicer, to analyze and
approve such modification, waiver, amendment 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, 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) are involved and a Control Termination Event does not exist), as applicable, of
such request for approval of each such modification, waiver, amendment or other action that constitutes a Major Decision and provide
its written analysis and recommendation 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) 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, 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 request for approval. 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 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 within the required 15 Business
Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement)
or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.


 


With respect to any Performing
Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of
this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to
consent to or approve any request by the related Mortgagor with respect to:


  






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(A)         
approving routine leasing activity with respect to any lease for less than the lesser of (i) 30,000 square feet and (ii)
30% of the net rentable area of the related Mortgaged Property;


 


(B)      
   approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(C)          approving annual budgets for the related Mortgaged Property; provided that no such budget (i) provides for the payment of
operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) provides for
the payment of any material expenses to any Affiliate of the related Mortgagor (other than the payment of a management fee to any
property manager if such management fee is no more than the management fee in effect on the Cut-Off Date);


 


(D)     
    subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Serviced Loan
requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(E)      
   approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited
under this Section 3.24) in connection with a defeasance permitted by the terms of this Agreement, and subject to certain
conditions, including in certain cases, delivery of an Opinion of Counsel (which Opinion of Counsel shall be at the expense of
the related Mortgagor) to the effect that such modification, waiver or consent would not cause either Trust REMIC to fail to qualify
as a REMIC under the Code or result in a “prohibited transaction” under the REMIC Provisions or cause the Grantor Trust
to fail to qualify as a grantor trust for federal income tax purposes;


 


(F)           approving
consents with respect to non-material rights-of-way and non-material easements and consent to subordination of the related Serviced
Loan to such non-material rights-of-way or easements; provided, that the Master Servicer has determined in accordance with
the Servicing Standard that such right-of-way or easement does not materially interfere with the then-current use of the related
Mortgaged Property or the security intended to be provided by the related Mortgage and will not have a material adverse effect
on the value of such Mortgaged Property;


 


(G)          
granting waivers of minor covenant defaults (other than financial covenants);


 


(H)     
    as permitted under the related Loan Documents, payment from any escrow or reserve, except releases of any escrows, reserve
accounts or letters of credit held as performance escrows or reserves unless required pursuant to the 





 






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specific terms of the related
Serviced Loan and for which there is no material lender discretion;


 


(I)           
approving a change of the property manager at the request of the related Mortgagor so long as (i) the successor property
manager is not affiliated with the related Mortgagor and is a nationally or regionally recognized manager of similar properties,
and (ii) the subject Serviced Mortgage Loan does not have an outstanding principal balance in excess of the lesser of $5,000,000
or 2% of the then aggregate principal balance of the Mortgage Loans;


 


(J)        
  for all Serviced Mortgage Loans other than the Specified Serviced Mortgage Loans, subject to the satisfaction of any conditions
precedent set forth in the related Loan Documents, approving disbursements of any holdback amounts in accordance with the related
Loan Documents provided that such disbursements are required pursuant to the specific terms of the related Serviced Loan and for
which there is no lender discretion; and


 


(K)          any non-material modifications, waivers or amendments not provided for in clauses (A) through (J) above, which are necessary
to cure any ambiguities or to correct scrivener’s errors in the terms of the related Serviced Loan.


 


(b)         
All modifications, waivers or amendments of any Serviced Loan or Trust Subordinate Companion 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,
shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder (unless,
with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the
related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the Trust Subordinate Companion Loan, an
AB Control Appraisal Period has occurred, if applicable), any related Outside Controlling Note Holder, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor [(after the occurrence and
during the continuance of a Control Termination Event)] [EXCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT
SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST] 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 or Trust Subordinate Companion
Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (unless, with respect
to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Subordinate
Loan-Specific Directing Certificateholder (unless, with respect to the Trust Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable), any related Outside Controlling Note Holder, the Controlling Class Representative (prior to
the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and an original to the Trustee or the Custodian of the recorded agreement relating
to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. For the 


 






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avoidance
of doubt, the requirement with respect to the delivery of assumption or substitution agreements shall be governed by Section
3.09.


 


(c)          
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 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, Serviced Loan Combination or Trust Subordinate Companion
Loan 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,
Serviced Loan Combination or Trust Subordinate Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).





 






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(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 3 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
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 Trust 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) such consent rights shall be exercised by the Master Servicer (if such Outside Serviced Trust
Loan is not part of a “specially serviced loan” (as such term or any analogous term is defined in the applicable Outside
Servicing Agreement) and only to the extent that the action would not be considered a Major Decision) or the Special Servicer (if
such Outside Serviced Trust Loan is part of a “specially serviced loan” (as such term or any analogous term is defined
in the applicable Outside Servicing Agreement) or if the action would be considered a Major Decision), with, in the case of a matter
that would be a Major Decision, the consent of the Controlling Class Representative unless a Control Termination Event exists,
in each case in accordance with Section 3.01(i) and (b) any consultation rights entitled to be exercised by the holders
of such Outside Serviced Mortgage Loan shall be exercised by the Controlling Class Representative (unless a Consultation Termination
Event exists).


 






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Section 3.25          
Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)          
With respect to each Mortgage Loan (other than an Outside Serviced Trust 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 Trust Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if the related Mortgage Loan is a Performing Serviced
Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan) 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 Trust Loans.


 


With respect to each
Outside Serviced Trust 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.


 


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 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 refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance
during the one-month Prepayment 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 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
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 


 






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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 or the
Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Prepayment
Period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections to be received before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment Period; provided, however,
if, at any time the Master Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance
during a one-month Prepayment Period will exceed the full amount of the principal portion of general collections deposited in
the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall, 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 or the Trustee, as applicable, determines
in its sole discretion that waiting 15 days after such a notice could jeopardize the Master 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 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 has not timely received from the Trustee information requested by the Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1),
(2) or (3) apply, the Master 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
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 or the Trustee to refrain
from 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 Master Servicer or the Trustee any obligation to make 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 or the Trustee to otherwise
be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer,
or the Trustee shall not be construed to impose any duty on the 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 refrain from
reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more Prepayment 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 Trustee or the other parties to this
Agreement will have any liability to one 


 






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another or to any of the Certificateholders for any such election that such party makes
to refrain or not to refrain from 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 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 or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall give the Master 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 or the Trust AB 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 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 that represents the Serviced Companion
Loan. 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 Companion Loan or Trust Subordinate
Companion Loan 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 and the Trust Subordinate 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 or the Trust Subordinate 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 


 






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the Subordinate Loan-Specific Directing Certificateholder or is exercisable in conjunction with any related Serviced Companion
Loan Holder or the Subordinate Loan-Specific Directing Certificateholder, 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 or the Subordinate Loan-Specific Directing
Certificateholder, 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 or the Subordinate Loan-Specific Directing Certificateholder with respect
to any matters with respect to the servicing of such Serviced Companion Loan or Trust Subordinate 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 or the Subordinate Loan-Specific Directing Certificateholder
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) or the Subordinate Loan-Specific Directing Certificateholder as required under the Co-Lender Agreement.


 


(c)          
With respect to each Serviced Loan Combination and Trust AB 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 and Trust
AB 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 or Subordinate Loan-Specific Directing Certificateholder,
separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Serviced
Companion Loan Holder or Subordinate Loan-Specific Directing Certificateholder is less than the full amount that would be distributable
to such Serviced
Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof
between interest and principal and the amount of the shortfall, if any, under the related Serviced Loan Combination;


 


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(iv)         
the principal balance of each of the related Serviced Loan Combination, the related Serviced Companion Loan, the related Trust
AB Loan Combination and the related Trust Subordinate 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 Subordinate Loan-Specific
Directing Certificateholder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf)
by electronic means and by such other means of delivery as required under the related Co-Lender Agreement.


 


Section 3.29          
Appointment and Duties of the Operating Advisor.


 


(a)          
[operating advisor] is hereby appointed to serve as the initial Operating
Advisor.


 


(b)          
The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in
respect of Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor
as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
(as a collective whole as if such Certificateholders (and, with respect to any Serviced Pari Passu Loan Combination, any related
Serviced Pari Passu Companion Loan Holder(s)) constituted a single lender), 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 underlying
Mortgagors, any Sponsor, the Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, the Directing Holder, any Certificateholder or any of their affiliates (the “Operating Advisor Standard”).
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)          
Prior to the occurrence and continuance of a Control Termination Event, 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 and the applicable Specially Serviced Loans and (ii) each related
Final Asset Status Report.


 


(d)          
(i) After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review
the Special Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with
respect to the resolution and/or liquidation of the applicable Specially Serviced Loan(s).


 






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(ii)
         After the occurrence and during the continuance of a [Control
Termination Event [APPLICABLE TO OFFERINGS OTHER THAN OFFERINGS CLOSING ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK
RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]] [Operating Advisor Consultation Event
[APPLICABLE TO OFFERINGS CLOSING ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY
PURCHASER OF HORIZONTAL RESIDUAL INTEREST]], based on the Operating Advisor’s review of 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, [or made available to the Operating Advisor on the Certificate Administrator’s Website
[APPLICABLE TO OFFERINGS CLOSING ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY
PURCHASER OF HORIZONTAL RESIDUAL INTEREST]], any attestation report delivered to the Operating Advisor pursuant to Section 10.10
of this Agreement, any Asset Status Report 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) delivered to the Operating Advisor by the Special Servicer, the Operating
Advisor shall (if any applicable Serviced Mortgage Loan(s) were Specially Serviced Loan(s)s during the prior calendar year)
prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (which shall promptly post such Operating Advisor
Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (which
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 [for which a Control Termination Event was continuing as of December 31
[EXCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD
PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]] an annual report (the “Operating Advisor Annual
Report”), 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, further, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement) setting forth [the
Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during
the prior calendar year on a platform-level basis with respect to the resolution and liquidation of such Specially Serviced
Loan(s) and with respect to each Asset Status Report delivered to the Operating Advisor by the Special Servicer during the
prior calendar year [FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS
THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST THE PRIOR LANGUAGE WILL BE UPDATED TO REFLECT ANY CHANGES
NEGOTIATED WITH THE OPERATING ADVISOR SO THAT THE SCOPE OF THE OPERATING ADVISOR’S REVIEW WILL SATISFY APPLICABLE RISK RETENTION
REGULATIONS]]. [Notwithstanding the foregoing, with respect to 


 



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any Serviced AB Loan Combination or Trust AB Loan Combination,
no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect
of such Serviced AB Loan Combination or Trust AB Loan Combination until after the occurrence and during the continuance of an
AB Control Appraisal Period under the related Intercreditor Agreement. [EXCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER
24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]] 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) identify any material deviations (i) from the Servicing Standard and (ii) from the Special
Servicer’s obligations under this Agreement with respect to the resolution or liquidation of the applicable Specially Serviced
Loan(s), and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described in this
Agreement. In the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its
duties under this Agreement, the Operating Advisor shall, in either case, describe any such limitations in the applicable Operating
Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged
Information. [FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD
PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST THE PRIOR LANGUAGE WILL BE UPDATED TO REFLECT ANY CHANGES NEGOTIATED WITH THE
OPERATING ADVISOR SO THAT THE SCOPE
OF THE OPERATING ADVISOR’S REVIEWER WILL SATISFY APPLICABLE RISK RETENTION REGULATIONS]] 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. No Operating Advisor
Annual Report shall be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year
no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition,
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. [Only as used in connection
with the Operating Advisor Annual 


 



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Report, the term “platform-level basis” refers to the Special Servicer’s performance
of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any 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 Asset Status
Report 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)
delivered to the Operating Advisor by the Special Servicer pursuant to this Agreement [FOR TRANSACTIONS THAT CLOSE ON OR AFTER
DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST THE PRIOR
LANGUAGE WILL BE UPDATED TO REFLECT ANY CHANGES NEGOTIATED WITH THE OPERATING ADVISOR SO THAT THE SCOPE OF THE OPERATING ADVISOR’S
REVIEW WILL SATISFY APPLICABLE RISK RETENTION REGULATIONS]].


 


(e)          
[Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Loan Combination
or Trust AB Loan Combination, prior to the occurrence and continuance of both a Control Termination Event and a related AB Control
Appraisal Period), the Special Servicer shall forward any Appraisal Reduction Amount with respect to, and 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, to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall
review such calculations but may not opine on, or otherwise call into question such Appraisal Reduction Amount and/or net present
value calculations; provided, however, if the Operating Advisor discovers a mathematical error contained in such
calculations, then the Operating Advisor shall notify the Special Servicer and the related Directing Holder of such error.] EXCLUDE
FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER
OF HORIZONTAL RESIDUAL INTEREST]


 


(f)          
[After the occurrence and during the continuance of a Control Termination Event (or, with respect to a Serviced AB Loan
Combination or Trust AB Loan Combination, prior to the occurrence and continuance of both a Control Termination Event and a related
AB Control Appraisal Period) [EXCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS
THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]], after the calculation but prior to the utilization by the Special
Servicer of any of the calculations with respect to an applicable Specially Serviced Loan related to (i) Appraisal Reduction
Amounts or (ii) 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 


 






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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.


 


[Notwithstanding the
foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Loan Combination or Trust AB Loan Combination until after the occurrence
and during the continuance of [both a Control Termination Event and a related AB Control Appraisal Period. [EXCLUDE FOR TRANSACTIONS
THAT CLOSE ON OR AFTER DECEMBER 24, 2016 THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL
INTEREST]


 


(g)         
Notwithstanding the foregoing, the Operating Advisor shall have no specific involvement with respect to collateral substitutions,
assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar
actions that the Special Servicer may perform under this Agreement.


 


(h)         
After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a
non-binding basis) with the Operating Advisor in connection with any Major Decision with respect to a Serviced Mortgage Loan and
consider alternative actions recommended by the Operating Advisor, but only to the extent consultation with, or consent of, the
Controlling Class Representative would have been required prior to the occurrence and continuance of such Control Termination Event
with respect to such Serviced Mortgage Loan; provided that the Operating Advisor 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.


  


(i)           
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating 



 






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Advisor
shall respond to Inquiries 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.


 


(j)           
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.


 


(k)          
The Operating Advisor shall keep all 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 will be
permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably
necessary to perform the Operating Advisor’s obligations under this Agreement and 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, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) and, unless a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
other than pursuant to a Privileged Information Exception.


 


(l)            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 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. When the Operating Advisor has consultation rights with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to
the extent not prohibited by the related Loan 


 






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Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior
to any such waiver or reduction.


 


(m)         
In no event shall the Operating Advisor be liable for any failure or delay in the performance of its obligations hereunder
due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence, bad
faith or willful misconduct.


 


(n)          
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) or
the Special Servicer (with respect to Specially Serviced Loans and REO Properties), 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 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) [RA1] has


 






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 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 commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination,
if [RA1] is the non-responding Rating Agency; (2) [RA3] 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 commercial mortgage
backed securitization transaction serviced by the applicable servicer prior to the time of determination, if [RA3] is the non-responding
Rating Agency; and (3) as certified to, in writing, by such replacement master servicer or replacement special servicer, as applicable,
the replacement master servicer or replacement special servicer is acting as master servicer or special servicer, as applicable,
in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period prior to the date of
determination and [RA2] has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of
CMBS certificates citing servicing concerns with the replacement master servicer or replacement special servicer, as applicable,
as the sole or material factor in such rating action, if [RA2] is the non-responding Rating Agency; 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 commercial mortgage-backed securities 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).


 






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(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 Mortgagor, then the Master Servicer (with respect to Performing
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable), provided
that the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and REO Properties), 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 (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 that the


 






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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          
Trust Subordinate Companion Loan..


 


(a)          
With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate
Companion Loan or in the best interests of the holders of the Class [LOAN-SPECIFIC] Certificates in this Agreement shall be deemed
to be taken (and subject to the same considerations) also for the benefit of, or to be taken in the best interests of, the Holders
of the Class [LOAN-SPECIFIC] Certificates, as beneficial owners of the Trust Subordinate Companion Loan.


 


(b)          
Any notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a
party under this Agreement or the related intercreditor agreement to the holders of the Class [LOAN-SPECIFIC] Certificates or the
holders of the Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the Subordinate Loan-Specific
Directing Certificateholder by such party within the same time periods as such notices, reports or other information are required
to be delivered to the holder of the Trust Subordinate Companion Loan.


 


(c)          
Any consents required to be obtained from the holder of a Trust Subordinate Companion Loan under this Agreement or the related
intercreditor agreement or any obligation under this Agreement or the related intercreditor agreement of the Master Servicer or
Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder
of the Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or
follow the direction of the Subordinate Loan-Specific Directing Certificateholder.


 


(d)          
Any rights exercisable by the holder of the Trust Subordinate Companion Loan under this Agreement or the related intercreditor
agreement with respect to the exercise of any right to replace the Special Servicer with respect to the Trust AB Loan Combination,
cure


 






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rights, rights to post “threshold collateral” or purchase option rights shall be exercisable by the Subordinate
Loan-Specific Directing Certificateholder and any amounts payable, or actions required to be taken in connection with such exercise,
shall be payable from or taken by such Subordinate Loan-Specific Directing Certificateholder, as applicable. In addition, subject
to the foregoing and applicable REMIC Provisions, the Subordinate Loan-Specific Directing Certificateholder may direct the Master
Servicer or Special Servicer, on behalf of the Trustee (as holder of the Trust Subordinate Companion Loan) and the holders of the
Class [LOAN-SPECIFIC] Certificates to implement the [Junior Noteholder]’s (as defined in the related intercreditor agreement)
exercise of any rights, to the extent that the [Junior Noteholder] is entitled to such rights under the related intercreditor agreement.
For the avoidance of doubt, in no event shall the Master Servicer or the Special Servicer be required to advance any cure payment
or purchase price due under the related intercreditor agreement.


 


(e)          
Prior to the Special Servicer (i) obtaining the consent of, or consulting with the Subordinate Loan-Specific Directing Certificateholder
to the extent provided for under the related intercreditor agreement, (ii) delivering any Asset Status Report to the Subordinate
Loan-Specific Directing Certificateholder, (iii) permitting the exercise of any cure rights in accordance with the related intercreditor
agreement, or (iv) permitting the Subordinate Loan-Specific Directing Certificateholder to exercise any purchase option under the
related intercreditor agreement, the Subordinate Loan-Specific Directing Certificateholder shall have delivered to the Special
Servicer an officer’s certificate in form and substance acceptable to the Special Servicer (with a copy to the Master Servicer),
as applicable, stating such party is not the related Mortgagor or an affiliate of the related Mortgagor or acting on behalf of
the related Mortgagor or one or more of its Affiliates.


 


(f)           
Subject to Section 3.01(n), at any time the Trust AB Mortgage Loan is not part of the Trust, the Master Servicer or
Special Servicer shall have no obligation to service the related Mortgage Loan and shall solely service the Trust Subordinate Companion
Loan until the Trust Subordinate Companion Loan is removed from the Trust pursuant to Section 3.32(g) and shall have no obligation
to make any Advance with respect to the Trust Subordinate Companion Loan.


 


(g)          
Within two (2) Business Days following the removal of the Trust AB Mortgage Loan from the Trust as a result of the sale
of such Trust AB Mortgage Loan pursuant to Section 3.24, the Special Servicer shall provide written notice (an “Exchange
Election Notice”) to the Certificate Administrator who shall notify the Subordinate Loan-Specific Directing Certificateholder
that the Holders of all of the Class [LOAN-SPECIFIC] Certificates may unanimously elect to exchange their Certificates for the
Trust Subordinate Companion Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”)
to the Depositor, Master Servicer, Special Servicer, Certificate Administrator and Trustee within 5 Business Days of receipt of
the Exchange Election Notice. In the event an Acceptance Notice is not delivered within such 5 Business Days, the Special Servicer
shall use commercially reasonable efforts to sell the Trust Subordinate Companion Loan, for the fair value of such asset. The Holders
of such class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the Trust to such
Class of Certificates) all costs and expenses of the Master Servicer, Special Servicer, the Certificate Administrator and Trustee
incurred in connection with the


 






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Exchange. The Exchange shall be subject to the reasonable procedures established by the Trustee
and Certificate Registrar in connection with the Exchange.


 


Section 3.33          
Subordinate Loan-Specific Directing Certificateholder.


 


(a)         
The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates
shall have the right to appoint and replace (for any reason) the Subordinate Loan-Specific Directing Certificateholder.


 


(b)          
The Subordinate Loan-Specific Directing Certificateholder shall not have any liability to the Holders of the Class [LOAN-SPECIFIC]
Certificates or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving
of any consent or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance
of a Class [LOAN-SPECIFIC] Certificate or other Certificate, each holder of a Class [LOAN-SPECIFIC] Certificate or other Certificate
will be deemed to have confirmed its agreement that the Subordinate Loan-Specific Directing Certificateholder may take or refrain
from taking actions, or give or refrain from giving any consents, that favor the interests of the appointing Certificateholder(s)
over any other holder of such Class of Certificates or other Certificate, and that the Subordinate Loan-Specific Directing Certificateholder
may have special relationships and interests that conflict with the interests of other Holders of such Class of Certificates or
any other Certificates, will be deemed to have agreed to take no action against any Subordinate Loan-Specific Directing Certificateholder
or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and
that any Subordinate Loan-Specific Directing Certificateholder will not be deemed to have been grossly negligent or reckless, or
to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason
of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests
of the Holders of the Class [LOAN-SPECIFIC] Certificates.


 


(c)          
Each Holder of a Class [LOAN-SPECIFIC] Certificate is hereby deemed to have agreed by virtue of its purchase of such a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any such Certificate by delivering a notice to each such Person
substantially in the form of Exhibit [HH] attached hereto, the selection of a Subordinate Loan-Specific Directing Certificateholder
or the resignation or removal thereof.


 


(d)          
With respect to the Trust AB Loan Combination, the Subordinate Loan-Specific Directing Certificateholder shall be entitled,
prior to the occurrence and continuance of a related AB Control Appraisal Period, to exercise the rights of the “Controlling
Noteholder”, as defined in and under the terms of, the related intercreditor agreement.


 


(e)          
The Special Servicer shall be responsible for obtaining any consent of the Subordinate Loan-Specific Directing Certificateholder
for “Major Decisions” (as defined in the related intercreditor agreement) or as otherwise required hereunder or under
the terms of any related intercreditor agreement.


 






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Section 3.34          
Litigation Control.


 


(a)          
The Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action
brought by a Mortgagor against the Trust (including, without limitation, any action in which both the Trust and the Master Servicer
are named) and/or the Special Servicer and represent the interests of the Trust in any litigation relating to the rights and obligations
of the Trust, or of the Mortgagor, guarantor or other obligor, in each case under the related Mortgage Loan documents or Trust
Subordinate Companion Loan documents, as applicable, or otherwise with respect to the enforcement of the obligations of a Mortgagor,
guarantor or other obligor under the related Mortgage Loan documents or Trust Subordinate Companion Loan documents (“Trust-Related
Litigation”). In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer
is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the
Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within
ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation.


 


(b)          
To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is
named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master
Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to
have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains
a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions
related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel;
provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer
to the extent set forth in Section 3.32(e); and provided, however, if there are claims against the Master Servicer and the Master
Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the
Master Servicer.


 


(c)          
The Special Servicer shall not (i) undertake any material settlement of any Trust-Related Litigation or (ii) initiate any
material Trust-Related Litigation unless and until it has notified in writing the Directing Holder (prior to the occurrence and
continuance of a Consultation Termination Event) (to the extent the identity of the Directing Holder 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
Directing Holder) and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion
Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and
the Directing Holder (prior to the occurrence and continuation of a Control Termination Event) has not objected in writing within
five (5) Business Days of having been notified thereof and having been provided with all information that the Directing Holder
has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed
that if such written objection has not been received by the Special Servicer within such 5-Business Day period, then the Directing
Holder 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


 






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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 Directing Holder’s response.


 


(d)         
Notwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or
consultation provided by the Directing Holder that would require or cause the Special Servicer or the Master Servicer, as applicable,
to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master
Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer,
as applicable, to violate the terms of any Mortgage Loan, Serviced Loan Combination or Trust AB 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 REMIC
created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the Master Servicer’s,
as applicable, responsibilities under this Agreement.


 


(e)         
Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and
subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.34 below, the Master
Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited
to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion,
the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)           
Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master
Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master
Servicer to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)         
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer,
the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer
to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such
claims or Trust-Related Litigation) (and with respect to any material settlements, with the consent or consultation of the Directing
Holder prior to a Control Termination Event or Consultation Termination Event, respectively) and (ii) otherwise reasonably direct
the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer
is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does
not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any
resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (C)
the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the
Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken
by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance
with the Servicing


 






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Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to
the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)          
In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master
Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights
afforded to such party in this Section 3.34.


 


This Section 3.34
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the
event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents or Trust Subordinate Companion
Loan documents, or otherwise relating to one or more Mortgage Loans or the Trust Subordinate Companion Loan or Mortgaged Properties,
neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate an action,
suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent
the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take
any other similar actions with the intent to cause, and that actually causes, the Trustee to be registered to do business in any
state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness
of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in respect
of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or the Trust Subordinate
Companion Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such
litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special Servicer (with
respect to any material Trust-Related Litigation, with the consent or consultation of the Directing Holder prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.34(c),
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.35          
[Credit Risk Retention].   [INCLUDE FOR TRANSACTIONS THAT CLOSE ON OR AFTER DECEMBER 24, 2016]


 


(a)          
[Each Third Party Purchaser, prior to its acquisition of Certificates that constitute the Required Third Party Purchaser
Retention Amount, will be required to enter into


 






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an agreement with the Sponsor (the “Credit Risk Retention Compliance
Agreement”) pursuant to which, among other things, the Third Party Purchaser shall agree (i) to comply with the requirements
applicable to it set forth in the 17 C.F.R. § 246.2., .3, .4, .7 and .12, and (ii) not to transfer, directly or indirectly,
its Required Third Party Purchaser Retention Amount during any period in which credit risk retention is required under 17 C.F.R.
§ 246.12(f) unless it is permitted to do so under 17 C.F.R. § 246.7(b)(8)(ii) and unless and until it causes the transferee
to enter into a Credit Risk Retention Compliance Agreement with the Sponsor, and it notifies the other parties to this Agreement
of such transfer promptly after such transfer.]


 


(b)          
[Pursuant to the applicable Loan Purchase Agreement, the Sponsor will be required to deliver to the Certificate Administrator
no later than [2] Business Days after each Distribution Date, a certification substantially in the form attached hereto as Exhibit
RR (the “Sponsor Credit Risk Retention Certification”) signed by an authorized representative of the Sponsor
and certifying that, (i) if it is satisfying its credit risk retention obligations under 17 C.F.R. § 246.3 and .4 by holding
the Required Sponsor Retention Amount, (A) it has held the Required Sponsor Retention Amount during the related Collection Period
and, as of the date of certification, continues to hold the Required Sponsor Retention Amount, and (B) it will not transfer its
Required Sponsor Retention Amount during which credit risk retention is required under 17 C.F.R. § 246.12(f) unless it is
permitted to do so under 17 C.F.R. § 246.7(b)(8)(ii) and unless and until it enters into a Credit Risk Retention Compliance
Agreement with a Third Party Purchaser and it notifies the other parties to this Agreement of such transfer promptly after such
transfer, and (ii) (i) if it is satisfying its credit risk retention obligations under 17 C.F.R. § 246.7 or .11, it will comply
with notification obligations under 17 C.F.R. § 246.7(c)(2)(ii) or .11(b)(2)(ii), as applicable.]


 


(c)           [Pursuant to the applicable Loan Purchase Agreement, the Mortgage Loan Seller shall cause the [ORIGINATOR], prior to [ORIGINATOR’S]
acquisition of Certificates that constitute the Required [ORIGINATOR] Retention Amount, to enter into a Credit Risk Retention Compliance
Agreement with the Sponsor pursuant to which, among other things, [ORIGINATOR] shall agree (i) to comply with the requirements
applicable to it set forth in the 17 C.F.R. § 246.2., .3, .4, .11 and .12, and (ii) not to transfer, directly or indirectly,
its Required [ORIGINATOR] Retention Amount during any period in which credit risk retention is required under 17 C.F.R. §
246.12(f) unless it is permitted to do so under 17 C.F.R. § 246.7(b)(8)(ii) and unless and until it causes the transferee
to enter into a Credit Risk Retention Compliance Agreement with the Sponsor, and it notifies the other parties to this Agreement
of such transfer promptly after such transfer.]


 


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 each Master Servicer Remittance Date in March of any
calendar year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld


 






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Amounts pursuant
to Section 3.23 of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each
Distribution Date, the amounts that have been transferred to the Lower-Tier Distribution Account from the Collection Account or
as P&I Advances or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on
the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and Section 4.01(d)(ii)
of this Agreement. Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed
to the Certificateholders.


 


                               (ii)           
All distributions made in respect of interest on any Class of Regular Certificates (other than the Class [X] Certificates)
and any Class [EC] Regular Interest on each Distribution Date pursuant to Section 4.01(b),  Section 4.01(e)
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 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 [IO] Certificates on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(e) 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 in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions
made in respect of principal of any Class of Regular Certificates (other than the Class [X] Certificates) and any Class [EC]
Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(e) 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 its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements of Realized Losses
made in respect of any Class of Regular Certificates (other than the Class [IO] Certificates) and any Class [EC] Regular
Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(e) 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 its Corresponding
Lower-Tier Regular Interest. For the avoidance of doubt, (i) payments of interest and principal, and reimbursements of Realized
Losses, on the Class [A-S] Certificates and the Class [EC] Component [A-S] of the Class [EC] Certificates under this Section 4.01
shall be deemed to have been first distributed in respect of the Class [LA-S] Interest to the Upper-Tier REMIC in respect of the
Class [A-S] Regular Interest, (ii) payments of interest and principal, and reimbursements of Realized Losses, on the Class [B]
Certificates and the Class [EC] Component [B] of the Class [EC] Certificates under this Section 4.01 shall be deemed
to have been first distributed in respect of the Class [LB] Interest to the Upper-Tier REMIC in respect of the Class [B] Regular
Interest and (iii) payments of interest and principal, and reimbursements of Realized Losses, on the Class [C] Certificates and
the Class [EC] Component [C] of the Class [EC] Certificates under this Section 4.01 shall be deemed to have been first
distributed in respect of the Class [LC] Interest to the Upper-Tier REMIC in respect of the Class [C] Regular Interest.


 


On each Distribution Date, the Class [R]
Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier
Residual Interest


 






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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 Section 4.01(d)(ii).


 


(b)           On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts
on deposit in the Upper-Tier 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, to the Holders of
the Class [ARD] Certificates and Class [R] Certificates and to the Exchangeable Distribution Account in respect of the Class [EC]
Regular Interests in the amounts and in the order of priority set forth below:


 


(i)
           to the respective Holders of the [applicable senior classes] Certificates, in respect
of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for
those Classes;


 


(ii)
          to the respective Holders of the [applicable senior classes] Certificates in reduction
of the Certificate Principal Amounts thereof in the following priority:


 


  (A)
         [insert principal payment priorities for the senior classes]


 


(iii)
         to the respective Holders of the [applicable senior classes] Certificates, up to
an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to reduce
the Certificate Principal Amount of each such Class[, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class];


 


(iv)
         to the Class [A] Trust Component and, thus, concurrently, to the Holders of Class [A] Certificates, in respect of interest, up
to an amount equal to the Class [A] Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect
to the Class [A] Trust Component, and to the Holders of the Class [EC] Certificates, in respect of interest, up to an amount equal
to the Class [A]-EC Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [A]
Trust Component, pro rata in proportion to their respective percentage interests in the Class [A] Trust Component;


 


(v)
          after the Certificate Balances of the [APPLICABLE SENIOR CLASSES] Certificates have been reduced to zero, to the Class [A] Trust
Component and, thus, concurrently, to the Holders of the Class [A] Certificates, in reduction of their Certificate Balance, up
to an amount equal to the Class [A-S] Percentage Interest multiplied by the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, and to the Holders of
the Class [EC] Certificates, in reduction of their Certificate Balance, up to an amount equal to the Class [A-S]-EC Percentage
Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution



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Amount
distributed pursuant to all prior clauses, pro rata in proportion to their respective percentage interests in the Class
[A] Trust Component, until the Certificate Balance of the Class [A] Trust Component is reduced to zero;


 


(vi)         
to the Class [A] Trust Component and, thus, concurrently, to the Holders of the Class [A] Certificates, up to an amount equal
to the Class [A-S] Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the
Class [A] Trust Component, [plus interest on that amount at the Pass-Through Rate for such Trust Component compounded monthly
from the date the related Realized Loss was allocated to such Trust Component, ]and to the Holders of the Class [EC] Certificates,
up to an amount equal to the Class [A-S]-EC Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously
allocated to the Class [A] Trust Component, [plus interest on that amount at the Pass-Through Rate for such Trust Component compounded
monthly from the date the related Realized Loss was allocated to such Trust Component,] pro rata in proportion to their
respective percentage interests in the Class [A] Trust Component;


 


(vii)       
[ADD SIMILAR CLAUSES TO CLAUSES FOURTH, FIFTH AND SIXTH FOR CLASSES OF CERTIFICATES EVIDENCING INTERESTS IN OTHER TRUST COMPONENTS];


 


(viii)
       to the Class [__] Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(ix)
         to the Class [__] Certificates, in reduction of their 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 their Certificate Balance is reduced to zero;


 


(x)
          to the Class [__] certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such class[, plus interest on that amount at the Pass-Through Rate for such class compounded monthly from the date the related
Realized Loss was allocated to such class];


 


(xi)
         [ADD SIMILAR CLAUSES TO CLAUSES EIGHTH, NINTH AND TENTH FOR OTHER SUBORDINATE CLASSES THAT ARE NOT EXCHANGEABLE CLASSES]; and


 


(xii)
        to the Class [R] Certificates, any remaining amounts.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after Cross Over Date, regardless of the allocation of principal payments described
in priority (ii) above, the Principal Distribution Amount for such Distribution Date is required to be distributed pro rata
(based on their respective outstanding Certificate Balances), among the [APPLICABLE SENIOR CLASSES] certificates, in reduction
of their respective Certificate Balances. The “Cross-Over Date” means the Distribution Date on which the Certificate
Balances of the [Subordinate Certificates (calculated without giving effect to any exchange of the Exchangeable


 






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Certificates for
Class [EC] Certificates) have all been reduced to zero as a result of the allocation of Realized Losses to those certificates].


 


All distributions of
interest made in respect of a Class of the Class [IO] Certificates on any Distribution Date pursuant to clause (b)(i) above
or Section 4.01(e), shall be deemed to have been made in respect of all the Components of such Class, 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 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, for so long as the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates has not been
reduced to zero, the Certificate Administrator shall apply amounts on deposit in the [LOAN-SPECIFIC] REMIC Distribution Account
(which amounts shall be limited to amounts collected on the Trust AB Loan Combination and allocated pursuant to the related Intercreditor
Agreement to the Trust Subordinate Companion Loan), related to the Class [LOAN-SPECIFIC] Certificates, to the extent of the [LOAN-SPECIFIC]
Available Funds related to the Class [LOAN-SPECIFIC] Certificates, in the following order of priority:


 


(i)
          to the Class [LOAN-SPECIFIC] Certificates, in respect of interest, up to an amount equal to the [LOAN-SPECIFIC] Interest Distribution
Amount for that Class;


 


(ii)
          to the Class [LOAN-SPECIFIC] Certificates, in reduction of their Certificate Balance, an amount equal to the [LOAN-SPECIFIC] Principal
Distribution Amount, until the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates is reduced to zero;


 


(iii)
         to the Class [LOAN-SPECIFIC] Certificates, until all amounts of [LOAN-SPECIFIC] Realized Loss previously allocated to the Class
[LOAN-SPECIFIC] Certificates, but not previously reimbursed, have been reimbursed in full; and


 


(iv)
        to the Class [R] Certificates, the amount, if any, of the [LOAN-SPECIFIC] Available Funds remaining in the [LOAN-SPECIFIC] REMIC
Distribution Account with respect to that Distribution Date


 


(d)          
 (i)  On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination
Date (or, in the case of any Outside Serviced Trust Loan(s), received hereunder as of the Business Day immediately preceding the
related Master Servicer Remittance Date) and on deposit in the Collection Account as of the close of business on the Business Day
immediately preceding the related Master Servicer Remittance Date will be distributed to the Holders of the respective Classes
of Certificates (excluding the Class [X-A], Class [E], Class [F], Class [G], Class [H], Class [ARD] and Class [R] Certificates)
as follows: (A) first such Yield Maintenance charge shall be allocated between (x) the group (the “YM
Group A”) of the Class [A-1], Class [A-2], Class [A-3], Class [A-4] and Class [A-AB] Certificates and the Class
[A-S] Regular Interest (and correspondingly the Class [A-S] and Class


 






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[EC] Certificates, pro rata based on their respective percentage
interests in the Class [A-S] Regular Interest) and (y) the group (the “YM Group B” and collectively with
the YM Group A, the “YM Groups”) of the Class [B] Regular Interest (and correspondingly the Class [B] and Class
[EC] Certificates, pro rata based on their respective percentage interests in the Class [B] Regular Interest), the Class [C] Regular
Interest (and correspondingly the Class [C] and Class [EC] Certificates, pro rata based on their respective percentage interests
in the Class [C] Regular Interest) and the Class [D] Certificates, pro rata based on the aggregate amount of principal distributed
with respect to the Classes of Regular Certificates and Class [EC] Regular Interests in each YM Group on such Distribution Date,
and (B) then (1) the portion of such Yield Maintenance Charge allocated to each YM Group shall be further allocated as among
the Classes of Regular Certificates and Class [EC] Regular Interests in such YM Group, in the following manner: each Class of Regular
Certificates and each Class [EC] Regular Interest in such YM Group shall entitle the applicable Certificateholders to receive on
the applicable Distribution Date, on a pro rata basis according to entitlements, 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 Regular Certificates or Class [EC] Regular Interest on such Distribution Date, and the denominator of which is the total amount
of principal distributed to all of the Regular Certificates and Class [EC] Regular Interests in such YM Group on such Distribution
Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Regular Certificates or Class
[EC] Regular Interest and (z) the amount of such Yield Maintenance Charge allocated to such YM Group, and (2) any Yield
Maintenance Charges allocated to each YM Group collected during the related Prepayment Period remaining after such distributions
will be distributed to the Holders of the Class [X-A] Certificates.


 


On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class [A-S] Regular Interest shall be further allocated between
and distributed on the Class [A-S] Certificates and the Class [EC] Component [A-S] (and correspondingly on the Class [EC]
Certificates), pro rata in proportion to the Class [A-S] Percentage Interest and Class [A-S-PEZ] Percentage Interest,
respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class [B] Regular Interest
shall be further allocated between and distributed on the Class [B] Certificates and the Class [EC] Component [B] (and correspondingly
on the Class [EC] Certificates), pro rata in proportion to the Class [B] Percentage Interest and Class [B-PEZ] Percentage
Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class [C] Regular
Interest shall be further allocated between and distributed on the Class [C] Certificates and the Class [EC] Component [C] (and
correspondingly on the Class [EC] Certificates), pro rata in proportion to the Class [C] Percentage Interest and Class [C-PEZ]
Percentage Interest, respectively.


 


After the Distribution
Date on which the Class [X-A] Notional Amount and the Certificate Principal Amounts of the Class [A-1], Class [A-2], Class [A-3],
Class [A-4], Class [A-AB] and Class [D] Certificates and the Class [EC] Regular Interests have been reduced to zero, all Yield
Maintenance Charges collected with respect to the Mortgage Loans will be distributed to the Holders of the Class [X-A] Certificates.


 


(ii)
          Any Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class [EC] Regular Interests on any Distribution
Date shall be deemed


 



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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.


 


(iii)
        On each Distribution Date, any Yield Maintenance Charges payable in respect of the Trust AB Loan Combination and received during
the related Collection Period and allocable in respect of the Trust Subordinate Companion Loan pursuant to the related intercreditor
agreement shall be distributed to the Class [LOAN-SPECIFIC] Certificates.


 


(e)          
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, (other than any amounts allocable to the Trust Subordinate Companion Loan) to the Holders of the Regular Certificates and
to the Exchangeable Distribution Account with respect to the Class [EC] Regular Interests (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 Class [EC] Regular Interests, and any Realized Loss allocable to such Certificates or
Class [EC] Regular Interests, after application of the Available Funds for such Distribution Date; and


 


(ii)
          second, with respect to any amount allocable to a Trust Subordinate Companion Loan, to reimburse the Holders of the Class [LOAN-SPECIFIC]
Certificates up to an amount equal to all [LOAN-SPECIFIC] Realized Losses, if any, previously deemed allocated to them and unreimbursed
after application of the [LOAN-SPECIFIC] Available Funds for such Distribution Date.


 


(iii)
         third, 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 (and, in the case of the Trust AB Loan Combination, the Trust Subordinate Companion Loan) 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.


 


(f)          
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 Principal Amount of its Corresponding Certificates that will be outstanding immediately
following such Distribution Date.


 






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(g)          
The Certificate Principal Amount of each Class of Regular Certificates (other than the Class [IO] Certificates) and
each Class [EC] Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent of
any Realized Loss (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for
payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant
to Section 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) allocated to such Class of Certificates or Class [EC] Regular Interest on such Distribution
Date. On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the respective Classes of Subordinate
Certificates [(other than the Class [__] Certificates)] and the Trust Components [(other than the Class [__] Trust Component)]
in the following order, until the Certificate Balance of each such Class of Certificates and/or Trust Component is reduced to zero:
first, to the Class [__] Certificates; second, to the Class [__] Certificates; third, to the Class [__]
Certificates; fourth, to the Class [__] Trust Component (and correspondingly, to the Class [__] Certificates and the Class
[EC] Certificates, pro rata based on their respective percentage interests in the Class [__] Trust Component); and; fifth,
to the Class [__] Trust Component (and correspondingly, to the Class [__] Certificates and the Class [EC] Certificates, pro
rata based on their respective percentage interests in the Class [__] Trust Component); [additional
clauses to be added as applicable].


 


Following the reduction
of the Certificate Balances of all Classes of Subordinate Certificates and Trust Components to zero, the Certificate Administrator
will be required to allocate Realized Losses among the Senior Certificates (other than the [INTEREST-ONLY CLASSES] certificates),
pro rata, based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.


 


Realized Losses will
not be allocated to the Class [ARD] certificates or the Class [R] Certificates and will not be directly allocated to the [INTEREST-ONLY
CLASSES] Certificates. However, the Notional Amounts of the Classes of [INTEREST-ONLY CLASSES] Certificates will be reduced if
the related Classes of Principal Balance Certificates and/or Trust Components are reduced by such Realized Losses. [Realized Losses
will not be allocated to the [LOAN-SPECIFIC CLASS] Certificates; however, losses on the Trust Subordinate Comparison Loan will
be.]


 


In general, Realized
Losses could result from the occurrence of: (1) losses and other shortfalls on or in respect of the Mortgage Loans, including as
a result of defaults and delinquencies on the related Mortgage Loans, Nonrecoverable Advances made in respect of the Mortgage Loans,
the payment to the Special Servicer [or an Outside Special Servicer] of any compensation, and the payment of interest on Advances
and certain servicing expenses; and (2) certain unanticipated, non-Mortgage Loan specific expenses of the issuing entity, including
certain reimbursements to the certificate administrator or trustee, and certain federal, state and local taxes, and certain tax
related expenses, payable out of the issuing entity.


 


[A Class of [public
classes] Certificates or a Trust Component will be considered outstanding until its Certificate Balance or Notional Amount
is reduced to zero, except that the Class [ARD] Certificates will be considered outstanding so long as Holders of such Certificates
are entitled to receive Excess Interest and the Class [__] Certificates will be


 






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considered outstanding so long as Holders of such
Certificates are entitled to receive Yield Maintenance Charges and prepayment premiums.] However, notwithstanding a reduction of
its Certificate Balance to zero, reimbursements of any previously allocated Realized Losses are required thereafter to be made
to a Class of Principal Balance Certificates.


 


(h)         
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 on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five
(5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but only upon presentment 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 the notice to Certificateholders of such final distribution. The Certificate Administrator shall
be responsible for making all distributions on the Certificates contemplated hereunder.


 


(i)          
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(i) shall
not have been surrendered for cancellation within six (6) months after


 






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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. 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(i). 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.


 


(j)            
[Reserved].


 


(k)           
The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, the Class [A] Regular Interest (and correspondingly, the Class [A-S] Certificates and the Class [EC] Component
[A], pro rata based on their respective percentage interests therein), the Class [B] Regular Interest (and correspondingly,
the Class [B] Certificates and the Class [EC] Component [B], pro rata based on their respective percentage interests therein)
and the Class [C] Regular Interest (and correspondingly, the Class [C] Certificates and the Class [EC] Component [C], pro rata
based on their respective percentage interests therein), pro rata, based upon the respective Interest Accrual Amounts with
respect to such Classes of Regular Certificates and Class [EC] Regular Interests for such Distribution Date. The portion of any
Excess Prepayment Interest Shortfall for any Distribution Date so allocable to the Class [X-A] Certificates shall, in turn,
be allocated among the various Components of the Class [IO] 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 Regular Certificates, any Class [EC] Regular Interest
or any Component of the Class [IO] Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier
Regular Interest for such Class of Regular Certificates, Class [EC] Regular Interest or Component, as applicable.


 


(l)           
Amounts distributed on the Class [EC] Regular Interests pursuant to Section 4.01(b) and Section 4.01(d)
shall be further distributed from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set
forth below:


 


                                             
(i)           
On each Distribution Date, simultaneously with the distributions made on the Class [A] Regular Interest under Section 4.01(b),
the aggregate amount so distributed


 






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on the Class [A-S] Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class [A-S] Certificates and the Class [EC] Certificates in the following
amounts and in the following order of priority:


 


(A)          
first, concurrently, to the Holders of the Class [A-S] Certificates in respect of interest, up to an amount equal
to the Class [A-S] Percentage Interest of the amount distributed in respect of interest on the Class [A-S] Regular Interest under
Section 4.01(b)(iv) and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect
of interest on Class [EC] Component [A-S], up to an amount equal to the Class [A-S-PEZ] Percentage Interest of the amount
distributed in respect of interest on the Class [A-S] Regular Interest under Section 4.01(b)(iv) and Section 4.01(e)(i);


 


(B)          
second, concurrently, to the Holders of the Class [A-S] Certificates in respect of principal, up to an amount equal
to the Class [A-S] Percentage Interest of the amount distributed in respect of principal on the Class [A-S] Regular Interest under
Section 4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect of principal
on Class [EC] Component [A-S], up to an amount equal to the Class [A-S-PEZ] Percentage Interest of the amount distributed
in respect of principal on the Class [A-S] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i);
and


 


(C)          
third, concurrently, to the Holders of the Class [A-S] Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class [A-S] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class [A-S] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i),
and to the Holders of the Class [EC] Certificates in respect of unreimbursed Realized Losses on Class [EC] Component [A-S], up
to an amount equal to the Class [A-S-PEZ] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class [A-S] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i).


 


(ii)         
On each Distribution Date, simultaneously with the distributions made on the Class [B] Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class [B] Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class [B] Certificates and the Class [EC] Certificates in the following amounts
and in the following order of priority:


 


(A)          
first, concurrently, to the Holders of the Class [B] Certificates in respect of interest, up to an amount equal to
the Class [B] Percentage Interest of the amount distributed in respect of interest on the Class [B] Regular Interest under Section
4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect of interest on
Class [EC] Component [B], up to an amount equal to the Class [B-PEZ] Percentage Interest of the amount distributed in
respect of interest on the Class [B] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i);


 






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(B)         
second, concurrently, to the Holders of the Class [B] Certificates in respect of principal, up to an amount equal
to the Class [B] Percentage Interest of the amount distributed in respect of principal on the Class [B] Regular Interest under
Section 4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect of principal
on Class [EC] Component [B], up to an amount equal to the Class [B-PEZ] Percentage Interest of the amount distributed in respect
of principal on the Class [B] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i); and


 


(C)         
third, concurrently, to the Holders of the Class [B] Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class [B] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class [B] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class
[EC] Certificates in respect of unreimbursed Realized Losses on Class [EC] Component [B], up to an amount equal to the Class
[B-PEZ] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class [B] Regular
Interest under Section 4.01(b)[_] and Section 4.01(e)(i).


 


(iii)        
On each Distribution Date, simultaneously with the distributions made on the Class [C] Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class [C] Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class [C] Certificates and the Class [EC] Certificates in the following amounts
and in the following order of priority:


 


(A)          
first, concurrently, to the Holders of the Class [C] Certificates in respect of interest, up to an amount equal
to the Class [C] Percentage Interest of the amount distributed in respect of interest on the Class [C] Regular Interest under
Section 4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect of
interest on Class [EC] Component [C], up to an amount equal to the Class [C-PEZ] Percentage Interest of the amount distributed
in respect of interest on the Class [C] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i);




 


(B)           second, concurrently, to the Holders of the Class [C] Certificates in respect of principal, up to an amount equal
to the Class [C] Percentage Interest of the amount distributed in respect of principal on the Class [C] Regular Interest under
Section 4.01(b)[_] and Section 4.01(e)(i), and to the Holders of the Class [EC] Certificates in respect of principal
on Class [EC] Component [C], up to an amount equal to the Class [C-PEZ] Percentage Interest of the amount distributed in respect
of principal on the Class [C] Regular Interest under Section 4.01(b)[_] and Section 4.01(e)(i); and


 


(C)         
third, concurrently, to the Holders of the Class [C] Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class [C] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class [C] Regular Interest under Section 4.01(b)[_] and


 






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Section 4.01(e)(i), and to the Holders of the Class
[EC] Certificates in respect of unreimbursed Realized Losses on Class [EC] Component [C], up to an amount equal to the Class
[C-PEZ] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class [C] Regular Interest
under Section 4.01(b)[_] and Section 4.01(e)(i).


 


(iv)        
The various amounts distributable on the Class [EC] Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(l) shall be so distributed in a single, aggregate distribution.


 


(m)        
The various amounts distributable on the Class [EC] Certificates on each Distribution Date under Article IV in respect
of amounts allocated to any of the Class [EC] Components pursuant to the terms of this Agreement shall be so distributed in a single,
aggregate distribution to the Holders of the Class [EC] Certificates on such Distribution Date. In addition, the Class [EC] Certificates
shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls (including
those resulting from Appraisal Reduction Events) that are allocated to the Class [EC] Components pursuant to the terms of this
Agreement.


 


(n)         
On each Distribution Date, any Excess Interest received during the related Prepayment Period with respect to the ARD Mortgage
Loans shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account.


 


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 Principal Amount thereof;


 


(B)       
   the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) 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 Collection Period, Prepayment Period or Interest Accrual Period, as
applicable;


 


(F)      
   the aggregate Stated Principal Balance of the Mortgage Loans and the Trust Subordinate Companion Loan immediately before
and after such Distribution Date and the percentage of the Cut-Off Date Principal Balance of the Mortgage Loans and the Trust Subordinate
Companion Loan 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 and
the Trust Subordinate Companion Loan (A) delinquent one month, (B) delinquent two months, (C) delinquent three
or more months, (D) that are Specially Serviced Loans but are not delinquent or (E) as to which foreclosure proceedings
have been commenced;


 


(I)          
the aggregate Stated Principal Balance of Mortgage Loans and the Trust Subordinate Companion Loan 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 or Trust Subordinate Companion Loan as to which the related Mortgaged Property became
an REO Property (including with respect to the Outside Serviced Trust Loans) during the related Prepayment Period, the Stated Principal
Balance and unpaid principal balance of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan repurchased, substituted for or otherwise liquidated or disposed
of during the related Prepayment Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts,
if any, received thereon during the related Prepayment 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 Trust Loans)
included in the Trust Fund as of the close of business on the last day of the related Prepayment Period, the Loan Number of
the related Mortgage Loan or Trust Subordinate Companion 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 Prepayment Period and the portion thereof


 






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included in the Available Funds for such Distribution Date and the most recently determined Appraised Value
and date upon which the Appraisal was performed;


 


(M)        
with respect to any REO Property (including with respect to the Outside Serviced Trust Loans) sold or otherwise disposed of during
the related Prepayment Period, the Loan Number of the related Mortgage Loan or Trust Subordinate Companion Loan, and the amount
of Liquidation Proceeds and other amounts, if any, received in respect of such REO Property during the related Prepayment 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 and Class [EC] Regular Interest for such
Distribution Date;


 


(O)       
  any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class [EC] Regular Interest
after giving effect to the distributions made on such Distribution Date;


 


(P)          
the Pass-Through Rate for each Class of Regular Certificates and Class [EC] Regular Interest for such Distribution Date;


 


(Q)     
   the original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount
or Notional Amount, as the case may be, of each Class of Regular Certificates and Class [EC] Regular Interest immediately before
and immediately after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or Notional
Amount, as the case may be, of each such Class of Regular Certificates and Class [EC] Regular Interest due to Realized Losses;


 


(R)      
   the Certificate Factor for each Class of Regular Certificates or Class [EC] Regular Interest 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 Prepayment 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 Prepayment Period, and any Realized Loss for such Distribution Date;


 


(V)          any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 






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(W)      
  identification of any material modification, extension or waiver of a Mortgage Loan;


 


(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 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.
Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness
of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus) or
any other third party that is included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.


 






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Upon receipt of a summary
of any Asset Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b) the
Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review Report
was delivered.


 


Based on the Retention
Certificates received by the Certificate Administrator in accordance with Section 3.35, the Certificate Administrator shall
include the information required to be included as part of Item 7 of Part II on Form 10-D.] [INCLUDE FOR TRANSACTIONS THAT CLOSE
ON OR AFTER DECEMBER 24, 2016]


 


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 Certificateholders and Beneficial Owners and provided that the Prospectus, Distribution
Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public), 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 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 and 8-K that have been filed by the Certificate Administrator with respect to
the Trust through the EDGAR system;


 


		(iii)	the following “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 it has received or
prepared such report or file; and


 


(C)      
   all Operating Advisor Annual Reports;


 


		(iv)	the following “additional documents”:



 






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(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; and


 


(B)      
   any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


		(v)	the following “special notices”:



 


(A)         
all Special Notices;


 


(B)           notice
of any release based on an environmental release under this Agreement;


 


(C)      
    notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(D)      
   notice
of final payment on the Certificates;


 


(E)        
  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;


 


(F)         
 any
notice of resignation or termination of the Master Servicer or Special Servicer;


 


(G)     
    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;


 


(H)         
any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01,
the Operating Advisor pursuant to Section 7.06(b) or the Asset Representations Reviewer pursuant to Section 11.05(b);
provided, that such request may be made solely by Holders of Non-Reduced Certificates as and to the extent specified in this Agreement;


 


(I)           any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(J)          
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;


 








(K)      
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the 







 






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Certificateholders
pursuant to Section 11.01 and a copy of any final Asset Review Report received by the Certificate Administrator;


 


(L)      
   any
notice of the termination of a sub-servicer with respect to Mortgage Loans representing more than [__]% of the aggregate principal
balance of all the Mortgage Loans;


 


(M)    
    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;


 


(N)     
    any
notice of the termination of the Trust;


 


(O)     
    any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)         
any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)         
any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)         
“special
notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section
5.07;


 


(S)         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 10.09
of this Agreement; and


 


(T)         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;


 


(U)        the
Investor Q&A Forum; and


 


(V)        solely
to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry.



 


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 internet 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


 



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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. The Certificate Administrator shall provide assistance
in using the Certificate Administrator’s Website through the Certificate Administrator’s customer service desk at telephone
number [telephone number].


 


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 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, [upon request,] 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 determines to be necessary 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 Beneficial Owners may (i)(a) submit
questions to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions to 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 (or any Serviced Loan Combination) or the Mortgaged Properties
and (c) submit questions to the Operating Advisor 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 (collectively, “Inquiries”), and (ii) 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, the Certificate Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof.


 






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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. 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 not of a type described above,
(ii) answering any Inquiry (A) would not be in the best interests of the Trust and/or the Certificateholders,
(B) would be in violation of applicable law, this Agreement or the applicable Loan Documents, (C) 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, or (D) would reasonably be expected to result in
the waiver of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise, for any
reason, not advisable to answer, 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. 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 no other Person will certify as to the accuracy, or 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 Beneficial Owner (other than a Mortgagor, a Manager of a Mortgaged Property,
an Affiliate of any of the foregoing or an agent of any Mortgagor), the Investor Registry. The “Investor Registry”
shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial
Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner that has
so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a Certificateholder
or a Beneficial 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 Beneficial 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 Beneficial 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


 



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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 Beneficial
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 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


 



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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., Markit Group Limited, CMBS.com Inc.] 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 penultimate paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor, the Special
Servicer and any master servicer of a securitization of a Companion Loan 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.


 


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).


 


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 and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


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


 



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Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Loan Purchase
Agreements and the Supplemental Servicer Schedule.


 


The Master Servicer shall
provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days
of the first Distribution Date hereunder 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.


 


In addition, the Master
Servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan) or applicable Special Servicer (with respect
to Specially Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property and REO
Property related to a Serviced Mortgage Loan:


 


                                              
(i)           
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with
the calendar quarter ending [date], a CREFC® Operating Statement
Analysis Report (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) 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 or Special Servicer, 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) or the Master Servicer
(with respect to Performing Serviced Loans) of an annual operating statement for each calendar year, commencing with the calendar
year ending [date], a CREFC® NOI Adjustment Worksheet (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), 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 Mortgage Loan related to any Significant Obligor, the Master Servicer shall be required to complete
any CREFC files, reports and/or templates necessary in order to comply with the Master Servicer’s obligations under Section 10.11


 



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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 11.13 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 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


 



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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 Trust 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 Trust 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 Trust 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 Trust 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 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 Trust 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.


 



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(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.


 


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 Beneficial 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 Beneficial Owner and Certificateholder further agrees, upon request, to 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


 



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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, 20[__], 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 Excess Interest 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 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). 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 hereof, 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 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


 



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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 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 highest marginal 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, the Class [A-S] Regular Interest, the Class [B] Regular Interest,
the Class [C] Regular Interest and the Upper-Tier REMIC 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, the Class
[A-S] Regular Interest, the Class B Regular Interest and the Class [C] Regular Interest: (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.


 



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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, the Class [EC] Regular Interests 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 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 and the Class [EC] 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


 



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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 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 in the Prepayment Period relating
to such Distribution Date (or, in the case of an Outside Serviced Trust 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);


 


(ii)          
remit to the Certificate Administrator for deposit in the Lower-Tier 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 Distribution Account,
in an amount equal to the sum of the Applicable Periodic 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 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
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


 


(v)          
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 Periodic 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


 



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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 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 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 Periodic 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;


 



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(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;


 


(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;


 



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(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
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.


 


With respect to P&I
Advances and each Outside Serviced Trust 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 within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements,


 



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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 Trust Loan, if (1) the related Outside Servicer has determined that a proposed debt service advance
with respect to such Outside Serviced Trust 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
Trust 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 Trust 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 Trust Loan,
if the Master Servicer has determined that a proposed P&I Advance with respect to such mortgage loan would be a Nonrecoverable
Advance, the Master Servicer shall provide the related Outside Servicer written notice of such determination within two (2) Business
Days after such determination was made.


 


In connection with each
Outside Serviced Trust Loan, any determination by the Master Servicer that any P&I Advance made or to be made with respect
to such Outside Serviced Trust 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 [RA1], [RA2] or [RA3] 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 [RA1], [RA2] or [RA3], 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 notify the Serviced Companion
Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 



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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 Exchangeable Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall file or cause to be 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 [A-S] Specific
Grantor Trust Assets, the Class [B] Specific Grantor Trust Assets, the Class [C] Specific Grantor Trust Assets, the Class [EC]
Specific Grantor Trust Assets, the Excess Interest Grantor Trust Assets and proceeds thereof, respectively, 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. With respect to each Class of Exchangeable Certificates, the Certificate Administrator is hereby
directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless it has actual knowledge
to the contrary or the Depositor provides the Certificate Administrator with the identities of the other “middlemen”
that are Certificateholders. 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


 



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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
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 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.


 


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-AB] Certificates, the Class [X-A] Certificates, the Class [A-S] Certificates, the Class [B]
Certificates, the Class [EC] Certificates, the Class [C] Certificates, the Class [D] Certificates, the Class [E]
Certificates, the Class [F] Certificates, the Class [G] Certificates, the Class [H] Certificates, the Class [ARD]
Certificates and the Class [R] Certificates.


 


Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in


 



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the reasonable judgment
of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class [LOAN-SPECIFIC] Certificates will be issued in minimum denominations of $100,000 and integral
multiples of $1 in excess of $100,000. The Public Certificates (other than the Class [X-A] Certificates) shall be issued in minimum
denominations of $10,000 and integral multiples of $1 in excess thereof. However, in connection with an exchange of Class [A-S],
Class [B] and Class [C] Certificates for Class [EC] Certificates and vice versa, each of the Class [A-S], Class [B], and Class
[C] Certificates exchanged (whether surrendered or received) in such exchange shall be in denominations of at least $10,000 initial
Certificate Principal Amount, and the Class [EC] Certificates exchanged shall equal the aggregate Certificate Principal Amount
of the Class [A-S], Class [B] and Class [C] Certificates being exchanged therefor (i.e., in excess of $30,000 initial Certificate
Principal Amount). The Private Certificates (other than Class [ARD] 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] Certificates shall be issued, maintained and transferred
only in minimum denominations of an authorized initial notional amount of not less than $1,000,000 and in integral multiples of
$1 in excess thereof. If the initial Certificate Principal Amount or initial Notional Amount, as applicable, of any Class of Certificates
(exclusive of the Class [ARD] and Class [R] Certificates) does not equal an integral multiple of $1, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Principal Amount or initial
Notional Amount, as applicable, that includes the excess of (i) the initial Certificate Principal Amount 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 [ARD] Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class [ARD] 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 Principal Amount of a Global Certificate may from time to time be increased
or decreased by


 



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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 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 Class [ARD] and 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
Principal Amount of a Temporary Regulation S Global Certificate or a Regulation S Global 


 



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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 Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


The Class [LOAN-SPECIFIC]
Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.


 


(ii)          The
Certificates of each Class of Private Certificates (other than the Class [ARD] and 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
Principal Amount 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. The Class [LOAN-SPECIFIC]
Certificates may only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A.


 


(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 Class [ARD] Certificates and the Class [R] Certificates (collectively,
the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable
form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate
Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.
The Class [LOAN-SPECIFIC] Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited
Investors who are not also Qualified Institutional Buyers.


 


(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


 



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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 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 Beneficial 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.


 


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.


 


(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


 



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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
Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount
of the Temporary Regulation S Global Certificate by the aggregate Certificate Principal Amount 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 Principal Amount 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 beneficial interest in the Rule 144A Global


 



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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 Principal Amount of the Rule 144A Global
Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Regulation S Global Certificate
by the aggregate Certificate Principal Amount 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 Principal Amount 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 Principal Amount of the
Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate
Principal Amount of the Rule 144A Global Certificate by the aggregate Certificate Principal Amount 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


 



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beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate
Principal Amount 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 or 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 Principal Amount 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 Principal Amount 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
a Class [ARD] or 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 Principal Amount 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 


 



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Exhibit
I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of 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 Principal Amount 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 Principal Amount 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 Principal Amount 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 the Certificate Registrar shall refuse to register such transfer unless it receives (and
upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially in
the form attached as Exhibit L-4 to this Agreement; and (ii) 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)            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) and (h) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other
procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)            Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S 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.


 


(k)           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


 



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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 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.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          No
Class [ARD] 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, 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 satisfied. Furthermore, no ERISA Restricted Certificate, Class
[ARD] 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 thereof by an Initial Purchaser or the Depositor, each prospective
transferee of an ERISA Restricted Certificate, a Class [ARD] Certificate or a Class [R] Certificate in Non-Book Entry Certificate
form 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 [ARD] 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) in the
case of a Certificate other than 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 “[___]” (or its equivalent)
by a rating agency that meets the


 



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requirements of the Underwriter Exemption and that such Certificate is so rated and that it is
an Institutional Accredited Investor or (iii) (1) it is an insurance company, (2) 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
(3) 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.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, 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


 



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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(n)
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-2 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 (n)(ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 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 [ARD] Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


 


(o)          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


 



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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 Special Servicer, the Operating Advisor, the Trustee, the Certificate Registrar, nor any agent of any of
them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to
this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such
report, statement or other information to such Beneficial Owner (or prospective transferee).


 


Section
5.06          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 “[___]” by [RA5] and “[___]” by [RA1], or
shall be otherwise acceptable to each Rating Agency.


 



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Section 5.07          Access
to Certificateholders’ Names and Addresses; Special Notices.


 


(a)           If
any Certifying Certificateholder, any Serviced Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07,
an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or
request states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly
furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent
Record Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)          Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate Administrator
and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the
names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 


 


(c)          Any
written request received 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 to communicate with other Certificateholders related to Certificateholders exercising
their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special Notice”)
regarding the request to communicate is required to include no more than (a) the name of the Certificateholder making the request,
(b) the date the request was received, (c) a statement to the effect that certificate administrator has received such request,
stating that such Certificateholder is interested in communicating with other Certificateholders with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders may use to contact the requesting
Certificateholder.


 


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.


 


(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


 



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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 Trustee
may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into
a Custodial Agreement (in the event the Trustee is not the Custodian) that is consistent in all material respects with this
Agreement. The Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders. 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
$[10,000,000], shall have a long-term debt rating of at least “[___]” by [RA5] and “[___]” from
[RA1], 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 Trustee. The Trustee 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 Trustee, 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 Trustee 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 Trustee 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 appointment of a Custodian shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the
Trustee 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
[address], as its office for such purposes. 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          Exchanges
of Exchangeable Certificates.


 


(a)          At
all times, the Class [A-S], Class [B] and Class [C] Certificates shall represent beneficial ownership interests in the Class [A-S]
Percentage Interest, the Class [B] Percentage Interest and the Class [C] Percentage Interest, respectively, in the Class [A-S]
Regular Interest, Class [B] Regular Interest and Class [C] Regular Interest, respectively. At all


 



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times, the Class [EC] Certificates
shall represent beneficial ownership interests in the Class [EC] Components.


 


(b)          On
the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates
shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class
in the Preliminary Statement.


 


(c)          Following
the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class [A-S]
Certificates, the Class [B] Certificates and the Class [C] Certificates in an Exchangeable Proportion, then those Exchangeable
Certificates may be exchanged on the books of the Depository for Class [EC] Certificates that represent the same Tranche Percentage
Interest in each Class [EC] Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class
[EC] Certificates may exchange its Certificates on the books of the Depository for Class [A-S] Certificates, Class [B] Certificates
and Class [C] Certificates that evidence the same Tranche Percentage Interest in the Class [EC] Regular Interests as the Class
[EC] Certificates being surrendered.


 


(d)          An
exchange of Exchangeable Certificates may only occur if the Class [A-S], Class [B] and Class [C] Certificates being surrendered
or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No
exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate
Principal Amount of the Class [A-S] Regular Interest (and correspondingly, the Class [A-S] Certificates and, to the extent evidencing
an interest in the Class [A-S] Regular Interest, the Class [EC] Certificates) has been reduced to zero as a result of the payment
in full of all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates
authorized pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on
the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


(e)          At
the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates
(in the case of an exchange of Class [A-S], Class [B] and Class [C] Certificates for Class [EC] Certificates, in the applicable
Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the
penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is
entitled as set forth in Section 5.12(c).


 


(f)           In
connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate
Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register
and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates
received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator,
as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each
Class of Exchangeable Certificates to reflect such reductions and increases.


 



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(g)          In
order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail
at “[email address]” and setting forth the proposed Exchange Date) no
later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date
may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the
applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information:
the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable Certificate to be received; the original
and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged and the original and outstanding
Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s Depository participant
number; and the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder
(at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee and
expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize the “deposit
and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates. A notice shall
become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable
on the books of the Depository for the corresponding Exchangeable


 


 


Certificates on and after the Closing Date, by notice to the
Certificate Administrator substantially in the form of Exhibit EE.


 


(h)          In
connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder
shall pay the Certificate Administrator an exchange fee of $[5,000] (together with any other expenses related to such exchange
(including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator prior to the
Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate Administrator
shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange on the Distribution
Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such
Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any
distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder
of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator,
the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market
to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

Operating Advisor and the Controlling Class Representative


 


Section 6.01          Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer and the Operating Advisor each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement. Each of


 



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the Master Servicer, the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall indemnify the Depositor (and any employee, director or officer
of the Depositor), the Trust Fund, the Holders of the Class [LOAN-SPECIFIC] Certificates and the Serviced Companion Loan Holders
and hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund, the Holders of the Class [LOAN-SPECIFIC]
Certificates 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 Asset Representations
Reviewer or the Operating Advisor, as the case may be, or by reason of negligent disregard of the Master Servicer’s, the
Special Servicer’s, the Asset Representations Reviewer’s or the Operating Advisor’s, as the case may be, obligations
or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, 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
Asset Representations Reviewer and the Operating Advisor, and any member, manager, employee, director or officer of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating
Advisor and hold the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer and the Operating Advisor and any member, manager, employee, director or officer of either the
Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer or the Operating Advisor 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 Asset Representations Reviewer and the Operating Advisor. Subject to the following paragraph, each
of the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor 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, the Trust Subordinate Companion Loan or Companion Loans and to perform its respective duties under this
Agreement.


 


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


 



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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 Asset Representations Reviewer or the Operating
Advisor, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special
Servicer, the Asset Representations Reviewer or the Operating Advisor, 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 Asset
Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, then the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation.


 


The Asset Representations
Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,
and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any Person into which
the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation to which
the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer,
shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee
has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.03          Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and Others. None
of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Operating Advisor
or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor shall be under any liability to the Trust Fund,
the Certificateholders, the Holders of the Class [loan-specific] Certificates,
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; provided, however, that this provision shall not
protect the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Operating Advisor
or any such Person against liability which would be imposed by reason of (i) any breach of warranty or 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 Asset Representations Reviewer, the Operating Advisor and any director, member, manager, officer, employee or agent of
the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor may
rely in good faith on any document of any kind which, prima facie, is properly executed and submitted


 



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by any appropriate Person
respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, the Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor 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 obligations or duties hereunder
or by reason of negligent disregard of 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 Asset Representations Reviewer or the Operating Advisor 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; provided, however,
that each of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor
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 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, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor 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.


 



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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” (as 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, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor may resign, assign its
respective rights and delegate its respective duties and obligations under this Agreement; provided that, with respect to
any of the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor: (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 (or, in the case of the Operating Advisor, an Eligible Operating Advisor), 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 of an operating advisor, as applicable, 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, the Special Servicer or the Operating Advisor, 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, the Special Servicer or the Operating Advisor 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 Operating Advisor Fee, 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 Outside Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside Controlling
Note Holder); and (vi) the resigning Master Servicer, Special Servicer or Operating Advisor, 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.
Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer, Special
Servicer or Operating Advisor, as applicable, hereunder.


 


(b)          Except
as provided in this Section 6.04, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor shall not resign from their respective obligations and duties hereby imposed on them except upon determination
that


 



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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, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall
be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special Servicer’s, Asset Representations
Reviewer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.
Notwithstanding the foregoing, at any time after the Certificate Principal Amounts of the Class [A-1], Class [A-2], Class [A-3],
Class [A-4], Class [A-AB], Class [A-S], Class [B], Class [EC], Class [C] and Class [D] Certificates have been reduced to zero,
the Operating Advisor may resign from its obligations and duties hereunder, without payment of any penalty, and no replacement
Operating Advisor shall be required to be appointed in connection with, or as a condition to, such resignation.


 


Except as provided in
the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor 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, the Asset Representations Reviewer or Operating
Advisor shall have assumed the Master Servicer’s, the Special Servicer’s, the Asset Representations Reviewer’s
or the Operating Advisor’s, as applicable, responsibilities, duties, liabilities and obligations hereunder. If no successor
Master Servicer, Special Servicer, Asset Representations Reviewer or Operating Advisor can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer, Special Servicer, Asset Representations Reviewer or Operating
Advisor would have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer, Asset Representations
Reviewer or Operating Advisor shall be treated as a shortfall resulting in Realized Losses; 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, Asset Representations Reviewer or Operating Advisor
at a servicing or operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer,
Asset Representations Reviewer 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 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.


 



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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 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 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, Beneficial 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


 



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Servicer or the Special Servicer is the Holder or Beneficial 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
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 Without Cause.


 


(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 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), 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 at any time to terminate 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 solely with respect to such Serviced Outside Controlled Loan


 



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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 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 [ARD] 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 thereof to all Certificateholders by posting such notice on
its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the written direction of (a)
Holders of Certificates (other than the Class [ARD] and Class [R] Certificates) evidencing at least 75% of the Voting Rights of
the Certificates (other than the Class [ARD] and Class [R] Certificates) or (b) Holders of Non-Reduced Certificates evidencing
more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class [A-S], Class
[B] and Class [C] Certificates together with the Class [EC] Component with


 



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the same alphabetical designation as a single “Class”
for such purpose), 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 written direction is not provided within 180 days of the initial request for a vote to terminate and
replace the Special Servicer, then such written direction 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 Beneficial Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Beneficial 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)          At
any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines
that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the
Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special
Servicer, a written 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) and recommending a replacement special servicer with respect to the Serviced
Loans (other than any Serviced Outside Controlled Loan Combination unless the related Outside Controlling Note Holder so consents),
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. 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 applicable Serviced Loan(s). Upon (i)
the written direction (as evidenced by votes cast) of Holders of each Class of Non-Reduced Certificates evidencing greater than
50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class [A-S], Class
[B] and Class [C] Certificates together with the Class [EC] Component with the same alphabetical designation as a single “Class”
for such purpose) within 180 days of


 



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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 applicable Serviced Loan(s), (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 the Certificate
Administrator does not receive the required written direction contemplated by clause (i) of the second preceding sentence within
180 days of the initial request 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 applicable Serviced Loan(s), 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). The Special Servicer
for a Serviced Outside Controlled Loan Combination may not be replaced pursuant to this paragraph unless the related Outside Controlling
Note Holder so consents.


 


(c)          In
no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former Operating
Advisor. 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


 



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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 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 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
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 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 the applicable
Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination or any
related REO Property, and shall mean 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
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 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, and shall mean 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


 



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General Special
Servicer or the applicable Loan Combination 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 Servicer”
shall mean each of the Loan Combination Special Servicers 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 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 any Serviced Loan Combination or related REO Property as to which a different Loan
Combination Special Servicer has been appointed with respect thereto).


 


Section 6.09          The
Directing Holder and the Controlling Class Representative.


 


(a)           Other
than with respect to any Serviced AB Loan Combination or Trust AB Loan Combination for which the related holder of an AB Subordinate
Companion Loan or Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period, 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) are involved and a Control Termination Event does not exist), as applicable, shall be entitled to advise the Special
Servicer (1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s) and (2) with respect to the applicable
Serviced Loan(s) that are Performing Serviced Loan(s), as to all matters for which the Master Servicer must obtain the consent
or deemed consent of the Special Servicer for a Major Decision. In addition, notwithstanding anything herein to the contrary, except
as set forth in, and in any event subject to Section 6.09(b) and the second and third paragraphs of this Section 6.09(a),
(a) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained
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 (b) the Special Servicer shall not be permitted
to consent to the Master Servicer’s taking any of the actions constituting a Major Decision nor will the Special Servicer
itself be permitted to take 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)
after receipt of the written recommendation and analysis from the Special Servicer (provided that if such written objection
has not been received by the Special Servicer within such ten (10) Business Day period or twenty (20) day period, as applicable,
then the related Directing Holder will be deemed to have approved such action); and provided, further, that, as to
both clause (a) and clause (b)


 



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above, 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 the related Directing Holder, is necessary to protect the interests of the Certificateholders (including, with respect
to the Trust AB Loan Combination, the Holders of the Class [loan-specific] Certificates)
and, with respect to any Serviced Loan Combination or Trust AB Loan Combination, the related Serviced Companion Loan Holder(s)
or Holders of the Class [loan-specific] Certificates (as a collective whole as
if such Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) and
with respect to any Trust AB Loan Combination, the related Holders of the Class [loan-specific]
Certificates, 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)), 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. 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,
after the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding
basis) with the Controlling Class Representative (until the occurrence and continuance of a Consultation Termination Event) and
[after the occurrence and during the continuance of a Control Termination Event and with respect to any Trust AB Loan Combination,
after the occurrence and during the continuation of both a Control Termination Event and an AB Control Appraisal Period,][after
Operating Advisor Consultation Event][include for transactions that close on or after
December 24, 2016 that satisfy risk retention requirements through third party purchaser of horizontal residual interest],
the Special Servicer shall consult (on a non binding basis) with the Operating Advisor in connection with any Major Decision and
consider alternative actions recommended by the Controlling Class Representative and the Operating Advisor, but 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
(so long as no Consultation Termination Event exists) and the Operating Advisor (if a Control 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, 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.


 


In addition, each of
(x) the Controlling Class Representative (with respect to each Serviced Loan other than a Serviced Outside Controlled Loan Combination,
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


 



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Serviced Loan(s) or Trust Subordinate Companion Loan as such party may reasonably deem advisable
or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection,
advice or consultation contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the
Special Servicer to violate 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 the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability, 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 which in the reasonable judgment of the Master Servicer
or the Special Servicer is not in the best interests of the Certificateholders (including, with respect to the Trust AB Loan Combination,
the Holders of the Class [loan-specific] Certificates) 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 to, with respect to each
Outside Serviced Trust Loan, 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 to, with respect to each Outside Serviced Trust Loan, 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 Trust Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


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


 



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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.


 


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, 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) to the extent set forth herein; 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; and


 


(c)          all
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Holder contained in this Agreement shall (i) also apply to each Companion
Loan Holder with respect to information relating to the related Serviced Loan


 



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Combination and (ii) also entitle the related Subordinate
Loan-Specific Directing Certificateholder, at all times while the related Trust Subordinate Companion Loan is not subject to an
AB Control Appraisal Period to receive such information with respect to the related Trust AB Mortgage Loan and the related Trust
Subordinate Companion Loan, as applicable; provided, however, that neither the Master Servicer nor the Special Servicer
shall provide information that comprises Privileged Information following the date upon which they receive notice that such Trust
Subordinate Companion Loan is subject to an AB Control Appraisal Period, and thereafter the Master Servicer and the Special Servicer
shall only be required to provide such Subordinate Loan-Specific Directing Certificateholder with such information as is expressly
required to be delivered under the related intercreditor agreement; provided, however, that nothing in this Section
6.09(c) shall in any way eliminate the obligation to deliver any information required to be delivered under the related intercreditor
agreement.


 


(d)          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 from 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 the related Serviced Loan Combination, the related Co-Lender Agreement,
this Agreement, including the Servicing Standard, or the REMIC Provisions or that would (i) expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the Operating Advisor, the Certificate Administrator
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, or (iii) 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 or the
Servicing Standard.


 


(e)           Each
Certificateholder and Beneficial 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 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 thereof. Any
such Certificateholder (or Beneficial 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 when such Certificateholder (or Beneficial Owner) or designee is appointed
Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator
shall notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the identity of the Controlling
Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Control Eligible Certificate.
In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable,
the Certificate Administrator shall provide the identity of the then-current Controlling Class and a list of the Certificateholders
(or Beneficial 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


 



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Section 3.29(d)(ii) of this
Agreement to deliver a copy of 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 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 of the Controlling Class (or
its designee) or one of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class
Certificateholder(s), and determine whether such entity is the Holder (or Beneficial Owner) of at least a majority of the Controlling
Class (in effect after such change in Controlling Class) by Certificate Principal Amount. If at any time the current Holder of
the Controlling Class (or its designee) or one of its Affiliates, or any successor Controlling Class Representative or Controlling
Class Certificateholder(s) is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate
Principal Amount 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 Principal Amount 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 either such
notice.


 


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.


 


(f)           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 Trustee and each other Certificateholder (or Beneficial Owner, if applicable)
shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, by Certificate
Principal Amount, 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.


 


(g)          If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related Beneficial
Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously provided with
the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed of any
change in the identity of the related Beneficial Owner from time to time.


 


(h)          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


 



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Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class, the Controlling Class Representative, any AB Loan Combination Controlling Holder
and the Subordinate Loan-Specific Directing Certificateholder.


 


(i)           With
respect to a Serviced Loan Combination or the Trust AB Loan Combination and any approval and consent rights in this Agreement with
respect to such Serviced Loan Combination or Trust AB Loan Combination, the related Serviced Loan Combination Controlling Holder
or Subordinate Loan-Specific Directing Certificateholder shall exercise such rights in accordance with the related intercreditor
agreement.


 


(j)           Notwithstanding
anything to the contrary contained herein, at any time when the Class [F] Certificates are the Controlling Class Certificates,
the Holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) 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”). Any such waiver
shall remain effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and
shall be deemed to continue, with respect to such Holder and such Class until such time as either (x) the Class [F] Certificates
are no longer the Controlling Class of Certificates or (y) the Opting-Out Party has (i) sold a majority of the Class [F] Certificates
(by Certificate Principal Amount) 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 [F] Certificates that it does not own, (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 [F] Certificates
(such sale and certification, a “Class [F] Transfer”). Following any such Class [F] Transfer, or if the Class
[F] Certificates are no longer the Controlling Class of Certificates, the successor holder of more than 50% of the Controlling
Class of Certificates (by Certificate Principal Amount) shall again have the rights of 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 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 [F] Transfer and had not also become a Corrected Loan prior to such Class [F] Transfer until such time as 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, the Excess Interest Distribution Account or the Exchangeable 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 (considering
each Class of the Class [A-S], Class [B] and Class [C] Certificates together with the Class [EC] Component with the same alphabetical
designation as a single “Class” for such purpose) 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


 



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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 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)       either
of [RA1] or [RA3] (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


 



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Special Servicer, as applicable, as the sole or material
factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been
withdrawn by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within
60 days of such event); or


 


(ix)         the
Master Servicer or the Special Servicer, as applicable, ceases to have a master servicer or special servicer ranking, as applicable,
of at least “[_____]” from [RA2] and that ranking is not reinstated within 60 days; or


 


(x)          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 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 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
of the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of a Serviced Loan Combination,
upon the written direction of an affected Serviced Companion Loan Holder) to the Trustee, 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) or (ix) 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.


 


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.


 



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(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) or Section 7.01(a)(ix) 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, the Serviced Loan Combinations
and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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, the Serviced Loan Combinations and the Trust Subordinate
Companion Loan, 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 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


 



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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, the Certificate Administrator or the successor Master Servicer
or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and


 



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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 or a Trust Subordinate Companion Loan, the related Serviced Companion Loan Holder or the related Subordinate
Loan-Specific Directing Certificateholder 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 or a Trust Subordinate Companion Loan, the related Serviced
Companion Loan Holder or the related Subordinate Loan-Specific


 


 


Directing Certificateholder 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 or the related Trust AB 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 or Subordinate
Loan-Specific Directing Certificateholder 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 or Subordinate Loan-Specific Directing Certificateholder
in accordance with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation (other
than the Excess Servicing Fee Right), of the Master Servicer under this Agreement with respect to the related Serviced Loan Combination
or the related Trust AB 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 or the related Trust AB Loan Combination calculated
at 0% per annum 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 or Trust AB Loan Combination
in the event that such Serviced Loan Combination or Trust AB 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 or Trust AB Loan Combination and the related Mortgaged


 



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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 or Subordinate Loan-Specific Directing Certificateholder 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 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 or the Master Servicer has received written notice (which, for the purposes of this
clause (e), shall include any publications by [RA1], [RA2] or [RA3] of which the Trustee, the Certificate Administrator
or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from [RA1], [RA2] or [RA3] that the
Master Servicer no longer is an approved master servicer then such party shall promptly notify the others and the Special Servicer,
and the Certificate Administrator shall notify the related Serviced Companion Loan Holder 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, Serviced Loan Combination or Trust Subordinate Companion Loan
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, Serviced
Companion Loans and the Trust Subordinate Companion Loan that accrue after the date of the Trustee’s


 



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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 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, Serviced Companion Loans and Trust Subordinate Companion Loan 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.


 



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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.


 


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 (including, with respect
to the Trust AB Loan Combination, the Holders of the Class [LOAN-SPECIFIC] Certificates and the related Subordinate Loan-Specific
Directing Certificateholder) 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


 



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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 [___]% 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 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 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 (considering each Class of the Class [A-S],
Class [B] and Class [C] Certificates together with the Class [EC] Component of the same alphabetical designation as a single “Class”
for such purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) 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)) 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 request 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


 



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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 (other
than the Excess Servicing Fee Right), 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 calculated at 0% per annum. 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 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


 



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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 in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(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
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.


 



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(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 thereof 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 written direction of holders of Certificates evidencing more than [50]% of the Voting Rights of the Non-Reduced
Certificates that exercise their right to vote (provided that Holders of at least [50]% of the Voting Rights of the Non-Reduced
Certificates exercise their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating Advisor
under this 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 Beneficial
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial 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(b) 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, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the
case of a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that if the Trustee
is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor
Operating Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, 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


 



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receipt of such notice of appointment from the Trustee. Except as contemplated
by Section 7.06(b) of this Agreement, the appointment of the 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, the Asset Representations
Reviewer, 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.


 


(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 Asset Representations
Reviewer, 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 indemnification rights (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 


 



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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, 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 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;


 



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(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) 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 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 failure
or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder
or Beneficial Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and


 



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(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 be liable for special, punitive, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator
has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


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 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 or the Certificate Administrator 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, the Special Servicer or the Certificate Administrator 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 or the Operating
Advisor 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 or Consultation Termination 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 or Consultation Termination 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,


 



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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 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 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 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,


 



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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;


 


(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 include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 



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(e)           Each
of the Certificate Administrator, Custodian, 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 Trustee hereunder in the same manner as if such party were the named Trustee 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 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 (h), “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 of the Trust Subordinate Companion 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


 



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legality, validity and
enforceability of any Mortgage, any Mortgage Loan, the Trust Subordinate Companion 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 Trust Subordinate
Companion 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 or Trust
Subordinate Companion 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 or Trust Subordinate
Companion Loan (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 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 such Certificates, or for the use or application of


 



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any funds paid to the Depositor, the Master Servicer
or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from the Collection Account,
the Lower-Tier Distribution Account, the Upper-Tier 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.


  


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 (or Trust Subordinate Companion Loan-by-Trust Subordinate Companion
Loan, if applicable) 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,


 



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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 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 Asset Representations Reviewer, 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, the Asset Representations Reviewer 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, the Asset Representations Reviewer and their respective Affiliates (each, an “Indemnified Party”),
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, the Asset Representations Reviewer 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”), and 


 



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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,
the Asset Representations Reviewer 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, the Asset Representations Reviewer’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, the
Asset Representations Reviewer and the Trustee shall indemnify the Depositor, any employee, director or officer of the Depositor,
and the Trust Fund and hold the Depositor, any employee, director or officer of the Depositor, and the Trust Fund 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
Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer 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, the Asset Representations Reviewer’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, the Asset Representations Reviewer
or the Trustee, as the case may be, of any of its representations or warranties contained herein.


 


(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


 



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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 $[50,000,000], and subject to supervision or examination by federal or
state authority, and 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). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of
at least “[__]” by [RA1] (or “[__]” by [RA1] if the Trustee has a short term debt rating of at least
“[__]” from [RA1]; provided, however, that solely with respect to [trustee]
as the initial Trustee, for so long as the Master Servicer maintains a rating on its unsecured long term debt of at least
“[__]” by [RA1] and a short term debt rating of at least “[__]” from [RA1], the initial Trustee will
be deemed to have met the eligibility requirement in this clause (i) if it maintains a rating on its unsecured long
term debt of at least “[__]” by [RA1] and a short term debt rating of at least “[__]” from [RA1]) (or
such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation), and (ii) the
Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “[__]”
by [RA5] and (B) “[__]” by [RA1] (or such other rating with respect to which the Rating Agencies have 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. 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


 



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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 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 30 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. The Trustee or the Certificate Administrator, as applicable, will bear all
reasonable 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 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 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


 



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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 costs and expenses 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 the Mortgage Files) 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 acceptance of appointment by the
successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


 


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 [issuing
entity], Commercial Mortgage Pass-Through Certificates, [Series designation]”
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).


 



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Neither the Asset Representations
Reviewer nor any of its Affiliates may be appointed as successor Trustee or Certificate Administrator.


 


Section 8.08          Successor
Trustee or 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 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. The predecessor Certificate Administrator 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.


 


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


 



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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 the identity, organization, status, power, conflicts, internal policy or other development 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; provided, however, that in the event the need to appoint such co-trustee(s) arises
from a combination of or none of the events described in clause (i) and clause (ii), the expense will be split evenly
between the Trustee and 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


 



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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 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
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 Certificate Administrator or the Custodian.


 


(b)           The
Certificate Administrator (or, in the case of the Mortgage Files, the Trustee) shall maintain at its offices (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 the Trustee, as applicable) in electronic format):


 


(i)            the
Prospectus;


 


(ii)           this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the 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;


 



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(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;


 


(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 Trustee (or a Custodian on its behalf) 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 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.


 



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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.


 


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 Certificate Administrator, the Asset


 





 


Representations Reviewer 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 (for the avoidance of doubt, excluding the Trust Subordinate Companion
Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) and REO Properties (other than any portion
related to the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust)
(or interests therein) then included in the Trust Fund pursuant to subsection (c) or in the event the Class [LOAN-SPECIFIC] Certificateholders
exchange their Certificates for the Trust Subordinate Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the [LOAN-SPECIFIC]
Trust Subordinate Companion Loan REMIC, as applicable, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans (for the avoidance of doubt, other than the Class [ARD], [Loan-specific
class] and Class R Certificates and excluding the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or
the related REO Loan) is an asset of the Trust) and REO Properties (other than any portion related to the Trust Subordinate Companion
Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) (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, Trust Subordinate Companion 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


 



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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 Principal Amount 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 neither such Holders nor the Special Servicer nor 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 (for the avoidance of
doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of
the Trust) (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 the Outside Serviced
Trust Loans, but excluding any portion related to the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the
related REO Loan) is an asset of the Trust) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i)
the sum of (A) the aggregate Purchase Price (excluding the amount described in clause (f) of the definition of “Purchase
Price”) of all the Mortgage Loans (exclusive of REO Mortgage Loans and the Trust Subordinate Companion Loan if the Trust
AB Loan Combination (or the related REO Loan) is an asset of the Trust) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Loan Combination
(or the related REO Loan) is an asset of the Trust), if any, included in the Trust, as determined by the Special Servicer (such
Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) 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


 



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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 Trustee 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 Principal
Amount 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 no
such Regular Certificates or any Class [EC] Regular Interests are then 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 Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution Account, the Exchangeable 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, the Subordinate Loan-Specific Directing Certificateholder
(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;


 



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(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. 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.


 


(g)           For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Upper Tier REMIC
and Lower-Tier REMIC pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the
Certificate Principal Amount 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 and the aggregate Certificate Principal Amount of the Class [A-1], Class [A-2],
Class [A-3], Class [A-4], Class [A-AB] and Class [D] Certificates and the Class [EC] Regular Interests are reduced to zero, the
Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the [loan-specific
class], Class [ARD] and Class [R] Certificates) for all of the Mortgage Loans (other than the Trust Subordinate Companion
Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) and each REO Property (and including
the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans, but excluding any
portion related to the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset
of the Trust) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written


 



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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 Principal
Amount of the then-outstanding Sequential Pay 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 [loan-specific
class], Class [ARD] and Class [R] Certificates) for all of the Mortgage Loans (for the avoidance of doubt, excluding the
Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) and each
REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced
Trust Loans, but excluding any portion related to the Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the
related REO Loan) is an asset of the Trust) 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, the Exchangeable Distribution 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 [loan-specific class],
Class [ARD] 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 (for the avoidance of doubt, excluding the Trust
Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) and shall execute
all assignments, endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary to
effectuate transfer of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust
AB Loan Combination (or the related REO Loan) is an asset of the Trust) and REO Properties (and including the Trust Fund’s
interest in any REO Property acquired with respect to the Outside Serviced Trust Loans, but excluding any portion related to the
Trust Subordinate Companion Loan if the Trust AB Loan Combination (or the related REO Loan) is an asset of the Trust) 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, the Asset Representations Reviewer 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 Principal Amount of its remaining Certificates (other than the Class [ARD] and Class
[R] Certificates) and the Class [LOAN-SPECIFIC] Certificates, plus accrued and unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts


 



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against amounts distributed
in respect of the Lower-Tier Regular Interests and such Certificates. If the Trust AB Loan Combination (or any related REO Loan)
is an asset of the Trust, (i) if the Mortgaged Property securing the Trust AB Loan Combination has become an REO Property, then
the Remaining Certificateholder exercising the exchange described above, as a prerequisite, shall designate a nominee to hold
title to such REO Property on behalf of the purchaser and the holders of the Class [LOAN-SPECIFIC] Certificates and (ii) if the
Mortgaged Property securing the Trust AB Loan Combination is not an REO Property, then the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Subordinate Loan-Specific Directing Certificateholder
or any designee thereof, the Mortgage Note for the Trust Subordinate Companion Loan and shall execute all assignments, endorsements
and other instruments furnished to it by the Subordinate Loan-Specific Directing Certificateholder as shall be necessary to effectuate
transfer of such Mortgage Note and the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC shall be liquidated in accordance
with Section 9.01(b) and neither of the Master Servicer nor the Special Servicer shall have any further obligation to service
the Trust Subordinate Companion Loan hereunder. 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 [issuing
entity], Commercial Mortgage Pass-Through Certificates, [series designation],
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 Custodian, the Certificate Administrator, the Asset Representations Reviewer and the Trustee, as
applicable, and any


 



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Sub-Servicer, or the servicing of the Mortgage Loans (and the Trust Subordinate Companion Loan, if
applicable), 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 Servicing Function
Participant and a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person
(i) into which the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may
be appointed as a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other
than if pursuant to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special Servicer,
as applicable, 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, and otherwise no later than
one (1) Business Day after such effective date of succession, (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 servicer 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).


 


(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, the Asset Representations Reviewer and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Custodian, the Trustee, the Asset Representations Reviewer
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


 



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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 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


 



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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).


 


(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 Custodian, the Certificate Administrator, the Asset Representations
Reviewer 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, 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 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


 



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the case of Forms 10-D
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 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 Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D
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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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 or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section 10.04        Form
10-D 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 then required by the Exchange Act, in form and substance as then required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto; 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 (“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


 



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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 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 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 application 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
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 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 with respect to the Trust pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it with respect to the Trust (i) 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) 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, and (iii) 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
Loan Purchase Agreement.


 


(b)           After
preparing a Form 10-D with respect to the Trust, the Certificate Administrator shall forward electronically a copy of such Form
10-D to the Depositor for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th
calendar day after the related Distribution Date or, if the 9th calendar day after the related Distribution Date is
not a Business Day, the immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or


 



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approval of such Form
10-D. Within two (2) Business Days after receipt of such copy, but no later than two (2) Business Days prior to the 15th
calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D with respect to the
Trust and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D (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-D with respect to the Trust cannot be filed on time or if a previously filed Form 10-D 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 10-D with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at [notice address]], 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 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 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.


 


(c)          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(b) 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, 20[__], 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:


 



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(i)           an
annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described
under Section 10.08;


 


(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, 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.


 


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, the Asset Representations Reviewer 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), provide to each Mortgage Loan


 



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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 20[__], (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


 



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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
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 [notice address], 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.


 


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 Custodian, the Asset Representations Reviewer 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


 



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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 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, 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 and Exhibit Y-6, 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 Trust Loan serviced
under the applicable Outside Servicing Agreement, the Master Servicer will 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 applicable certification 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”), and 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 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


 


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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, 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.


 


Upon receipt of any notice
of execution of an Outside Servicing Agreement with respect to an Outside Serviced Trust Loan or notice of any Reportable Event
with respect to any Outside Service Provider of an Outside Serviced Trust 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.


 


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


 


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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 [notice address], 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 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 proposed successor Master Servicer, Special Servicer, Trustee or Certificate Administrator, 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 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 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.


 


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 after the occurrence and during the
continuance of a Control Termination Event) and the Depositor on or before March 15 of each year, commencing in March 20[__],
an Officer’s Certificate (together with a copy thereof in EDGAR compatible format, or in such


 


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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 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 Trust 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 15 of each year commencing in March 20[__], 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


 


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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, the Asset Representations Reviewer, 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 only after the
occurrence and during the continuance of a Control Termination Event) 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 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.


 


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, the Asset
Representations Reviewer and the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth
the Relevant Servicing Criteria for such party.


 



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(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, the Asset Representations Reviewer 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, the Asset Representations Reviewer 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 Asset Representations Reviewer,
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 Asset Representations Reviewer, the Trustee (if it has made, or is required to make, an Advance during 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 Trust 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 15 of each year, commencing in March 20[__], the Master Servicer, the Special


 


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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, the
Asset Representations Reviewer 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 after the occurrence and during the continuance of a Control Termination Event) 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 11.13 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 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, the Asset Representations Reviewer 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 Asset Representations Reviewer, 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 Asset Representations Reviewer, the Operating Advisor or any Servicing Function Participant with which it has entered into
a servicing


 


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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, the Asset Representations Reviewer’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)          It
is hereby acknowledged that the [__________________] is a Significant Obligor with respect to the Trust, and, accordingly,
Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for such
Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form 10-D to be filed with respect to the
Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form
10-K filed with respect to the Trust, as applicable. The parties hereto acknowledge that the date on which financial
statements are required to be delivered to the related lender under the related Mortgage Loan documents is thirty (30) days
following the end of each fiscal quarter of the related Mortgagor or seventy-five (75) days following the end of each fiscal
year of the related Mortgagor, as applicable, as set forth in Section 11.1(c) of the related Loan Agreement.


 


With respect to any Significant
Obligor with respect to the Trust, to the extent that the Master Servicer or the Special Servicer, as applicable, 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 for the calendar quarter ending [date], or the
updated financial statements of such Significant Obligor for any calendar year, beginning for the calendar year ending [date],
as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Certificate Administrator, 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 or the Special Servicer, as applicable, 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 Borrower in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of any Significant Obligor with respect to the Trust by the date on which such financial information is


 


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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 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 Certificate Administrator and the Depositor.


 


If the Certificate
Administrator has not received 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, it shall include the following statement with respect to Item 6 on the related Form 10-D with
respect to the Trust or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required
for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and
written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing
agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to
obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is
therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or
such other statement as directed by the Depositor. Upon receipt of any financial information that has been previously omitted
from any Form 10-D or Form 10-K with respect to the Trust because such information was received by the Certificate
Administrator after the related filing deadline, the Certificate Administrator shall include such previously omitted
financial information in the (i) next Form 10-D to be filed with respect to the Trust if such information is received by the
Certificate Administrator at least two (2) Business Days prior to the filing deadline of such Form 10-D or (ii) the second
succeeding Form 10-D to be filed with respect to the Trust if the Certificate Administrator does not receive such information
prior to the date set forth in clause (i) above.


 


(b)          With
respect to any Significant Obligor with respect to an Other Securitization Trust, to the extent that the Master Servicer or the
Special Servicer, as applicable, 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 or Special Servicer, as applicable, 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


 


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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.


 


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.


 


Section
10.12        Indemnification. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Asset Representations Reviewer 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


 


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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 nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Asset
Representations Reviewer 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 Certificate Administrator, the Custodian, the Asset
Representations Reviewer 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 Certificate Administrator, the Custodian, the Trustee, the Asset Representations
Reviewer, 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


 


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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 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, the Asset Representations Reviewer 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, the Asset Representations Reviewer 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 a 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,


 


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then the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Asset Representations
Reviewer, 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 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, the Asset Representations Reviewer 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 Trustee, the Asset
Representations Reviewer 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 [NOTICE
ADDRESS], 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 or Form 10-D 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 or Form 10-D or any amendments to such forms or any Form 12b-25 not


 


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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,
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
or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D 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 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, the Asset Representations Reviewer 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, the Asset Representations Reviewer 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


 



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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 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 11.04 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, Custodian, Trustee, Asset Representations Reviewer 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


 


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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
Other Depositor or the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization
of a Serviced Companion Loan.


 


(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 Other Depositor or 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
designation] 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 related
Other Depositor or 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


 


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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 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 automatic 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 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


 


THE
ASSET REPRESENTATIONS REVIEWER


 


Section 11.01        Asset
Review.


 


(a)          On
or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report, the [Certificate Administrator] shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered
to the Certificateholders pursuant to this Section 11.01 shall be delivered by the Certificate Administrator by posting such notice
on the Certificate Administrator’s Website, by mailing to their addresses appearing in the Certificate Register and by delivering
such notice via the Depository. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period
in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. On each Distribution
Date after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the
Master Servicer and/or the Special Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Mortgage
Loan, (2) any Mortgage Loan ceased to be a Delinquent Mortgage Loan, and (3) whether an Asset Review Trigger has ceased to exist,
and deliver such information within one Business Day [of


 


    	-408-



    	 



    
 

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 (such written direction, the “Asset Review Vote
Election”). Upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide
written notice thereof to all Certificateholders and to conduct a solicitation of votes to authorize an Asset Review. Upon
the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority of an Asset
Review Quorum within 150 days of the receipt of the Asset Review Vote Election (an “Affirmative Asset Review
Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder and the Certificateholders. 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 Mortgage Loan unless and until (A) an additional Mortgage Loan has
become a Delinquent Mortgage Loan after the expiration of such 150-day period, (B) an Asset Review Trigger has occurred as a
result, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the occurrence of
the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review
Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election
except as described in the immediately preceding sentence. [Any reasonable out-of-pocket expenses incurred by the Certificate
Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account.]


 


(b)          (i)
If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice thereof to
all parties to this Agreement, the Underwriters, Sponsors, the Directing Holder and all Certificateholders. Upon receipt of such
notice of an Affirmative Asset Review Vote (the “Asset Review Notice”), the Special Servicer shall promptly
post to a Secure Data Room the following information (collectively, the “Review Materials”):


 


(A)          a
copy of the Diligence File for each Mortgage Loan that is a Delinquent Mortgage Loan (other than any Delinquent Mortgage Loan that
has previously been the subject of an Asset Review and delivery of an Asset Review Report) as of the end of the most recent Collection
Period to the Asset Representations Reviewer;


 


(B)          servicing
comments relating to the applicable Delinquent Mortgage Loans and/or the information and documentation set forth in the proviso
to the definition of “Diligence File”; and

 


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(C)          any
other related information that is required of the Special Servicer to be posted to the Secure Data Room pursuant to clause (ii)
hereof.


 


(ii)          The
Special Servicer shall promptly post its servicing comments to the Secure Data Room and request that the Master Servicer or the
Mortgage Loan Seller, as applicable, promptly deliver the information requested by the Asset Representations Reviewer to the Special
Servicer, and the Special Servicer shall promptly post such information received from the Master Servicer or the Mortgage Loan
Seller to the Secure Data Room; provided that the Master Servicer shall, and the Mortgage Loan Seller shall be required under the
related Loan Purchase Agreement to, deliver such additional information only to the extent such information is reasonably available
to such party.


 


(iii)         In
addition, in the event that the Asset Representations Reviewer determines that the information posted to the Secure Data
Room with respect to any Mortgage Loan is missing any documents required to complete any Test in connection with an Asset
Review of such Mortgage Loan, the Asset Representations Reviewer shall promptly, but in no event later than [__] Business
Days, notify the Special Servicer of such missing documents, and the Special Servicer shall promptly, but in no event later
than [__] Business Days, contact the related Mortgage Loan Seller to obtain such documents from the Mortgage Loan Seller.


 


(iv)          Notwithstanding
the foregoing, the Mortgage Loan Seller shall 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.


 


(v)           The
Asset Representations Reviewer may, but is under no obligation to, consider 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 or is determined by the Asset Representations Reviewer in its good faith discretion (“Unsolicited Information”)
relevant to the Asset Review conducted pursuant to this Section 11.01 hereof.


 


(vi)          Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to a Delinquent
Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each
Delinquent Mortgage Loan with the representations and warranties related to that Delinquent Mortgage 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 Mortgage Loan in accordance with the procedures set forth
on Exhibit [JJ] (each such procedure, a “Test”).]


 


(vii)         The
Asset Representations Reviewer will not be permitted to review any information other than (x) the Review Materials posted in the
Secure Data Room, or (y) Unsolicited Information.


 



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(viii)        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.


 


(ix)          In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing information and documentation is not posted by the Special Servicer within [_____] days upon request by the
Special Servicer to the related Mortgage Loan Seller, the Asset Representations Reviewer shall list such missing documents in
its preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and whether the absence of such documents will be deemed to be a failure of such
Test. The Asset Representations Reviewer shall provide such preliminary report to the Special Servicer, who shall promptly,
but in no event later than [__] Business Days, provide such results to the applicable Mortgage Loan Seller. If the
preliminary report indicates one of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have [__] days (the “Cure/Contest Period”) to remedy or otherwise refute the
failure. The Special Servicer shall post to the secure data room promptly, but in no event later than [__] Business Days
after receipt by the related Mortgage Loan Seller any documents received from the related Mortgage Loan Seller or
explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a
Test or any missing documents in the Review Materials are not required to complete a Test.


 


(x)            The
Asset Representations Reviewer shall, within [___] days after the date of receipt of the related Diligence File or within the
[___] days after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to
each Delinquent Mortgage Loan and deliver (i) a report to each party to this Agreement and the applicable Mortgage Loan
Seller for each Delinquent Mortgage Loan setting forth the results of the application of the Tests in connection with such
Asset Review (a “Asset Review Report”). The period of time by which the Asset Review Report must be
completed and delivered may be extended by up to an additional [___] days, upon written notice to the parties to this
Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged
Property or Mortgaged Properties. Such Asset Review Report shall include (i) a summary of the Asset Representations
Reviewer’s findings and conclusions as to whether or not it has determined in accordance with the Asset Review Standard
there is any evidence of a failure of any Test in the information and documentation reviewed by the Asset Representations
Reviewer, and (ii) a statement that the Asset Representations Reviewer’s conclusions set forth in the Asset Review
Report were not influenced by any third party. In no event may the Asset Representations Reviewer determine whether any Test
failure constitutes a Document Defect or Breach, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller.


 


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(xi)           In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the Special Servicer prior to the date by which the Asset Representations Reviewer is required to deliver an Asset Review
Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the information received by the
Asset Representations Reviewer with respect to the related Delinquent Mortgage Loan, and the Asset Representations Reviewer shall
have no responsibility to independently obtain any such information from any party to this Agreement.


 


(c)            The
Asset Representations Reviewer shall keep all Privileged Information confidential and shall not disclose such Privileged Information
to any Person (including Certificateholders), other than (1) to the extent expressly required by this Agreement in an Asset Review
Report or otherwise, to the other parties to this Agreement with a notice indicating that such information is Privileged Information
or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from the
Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged
Information Exception.


 


(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 (1) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Holder or any of their respective Affiliates or (ii) have been paid any
fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Holder 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.


  


Section
11.02          Payment of Asset Representations Reviewer Fees and Expenses;
Limitation of Liability.


 


(a)          As compensation for the performance of its duties hereunder, upon the completion of any Asset Review with
respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer shall be paid a fee of $[____] (the “Asset Representations
Reviewer Fee”) shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer.
However, the Asset Representations Reviewer Fee and any related


 


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expenses with respect to a Delinquent Mortgage Loan is required
to be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust for such fees or
expenses. The Asset Representations Reviewer Fee and any costs and expenses that constitute “unanticipated expenses”
will be payable from funds on deposit in the Collection Account pursuant to Section 3.06 hereof.


  


(b)          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. Upon such notice of resignation, the
Depositor shall promptly appoint a successor Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer. 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 will bear all reasonable costs and expenses of each other party
hereto and each Rating Agency in connection with its resignation.


 


Section
11.04          Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of
its Affiliates shall not 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 law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)           any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of 30 days after the date on which written notice of such failure shall have been given to the Asset Representations
Reviewer by the Trustee or to the


 


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Asset
Representations Reviewer and the Trustee by the Holders of Certificates having greater than [25]% of the aggregate Voting Rights
of all then outstanding Certificates;


 


(ii)          any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure is given to the Asset Representations
Reviewer;


 


(iii)         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, 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
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;






 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(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 notice of the occurrence of any Asset Representations Reviewer Termination Event,
the Certificate Administrator shall promptly provide written notice to all Certificateholders by posting such notice on the Certificate
Administrator’s Website and by mail, unless the Certificate Administrator has received notice that it 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, the Trustee shall, terminate all of the rights
and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to
such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer.
The Asset Representations Reviewer is required to bear all reasonable costs and expenses of each other party to this Agreement
in connection with its termination for cause. Notwithstanding anything herein to the contrary, the Depositor and each Sponsor
shall have the right, but not the


 


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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 of the Certificates
(other than Class [ARD] and Class R Certificates) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the
Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Asset Representations Reviewer 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 Asset Representations Reviewer. Upon the written direction of (a) holders of Certificates (other than the
Class [ARD] and Class R Certificates) evidencing more than [75]% of the Voting Rights of the Certificates (other than the
Class [ARD] and Class R Certificates) or (b) holders of Non-Reduced Certificates evidencing more than [50]% of the Voting
Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates
together with the Class [__] Component with the same alphabetical designation as a single “Class” for such
purpose), the Trustee will be required to 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. 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.


 


(c)          [In the event that holders of the Certificates set forth in Section 11.05(b) elect to remove the
Asset Representations Reviewer without cause and appoint a successor, the successor Asset Representations Reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.]


  


(d)          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 15 Business 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 Trustee
shall appoint a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall
provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Directing Holder and each Certificateholder within one Business Day of such
appointment.


  


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The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 11.03 of this Agreement and the Trustee shall appoint a successor Asset Representations Reviewer subject to
and in accordance with this Section 11.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor Asset
Representations Reviewer within 30 days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted
to find a replacement. 


 


(e)          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 Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


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.


 


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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, Trust Subordinate Companion 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 (considering each Class of
the Class [A-S], Class [B] and Class [C] Certificates together with the Class [EC] Component of the same alphabetical designation
as a single “Class” for such purpose) 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, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW
RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 


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, to the applicable party at the
following address(es), to: (i) in the case of the Depositor, [notice address];
(ii) in the case of the Master Servicer, [notice address]; (iii) in the case of
the Special Servicer, [notice address]; (v) in the case of the Trustee, [notice
address]; (vi) in the case of the Operating Advisor, [notice address]; (vii)
in the case of the Asset Representations Reviewer, [notice address]; (viii) in
the case of the Rating Agencies: [notice addresses]; (ix) in the case of the Mortgage
Loan Sellers, [notice addresses]; (x) in the case of the Underwriters, [notice
addresses]; (xi) in the case of the Initial Purchasers, [notice addresses];
and (xii) in 


 






    	-417-



    	 



    

 


the
case of the initial Controlling Class Representative, [notice address]; 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.
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 Beneficial 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 11.04 to the contrary,
nothing in this Section 11.04 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.


 


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;


 






    	-418-



    	 



    

 


(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 Exchangeable Distribution 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 Information Provider and 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 10.09 of this Agreement;





 


(ii)          each
of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iii)         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 4.02; and


 


(iv)         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


 






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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 11.06(a), 11.06(b) or 11.06(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 Operating Advisor, the
Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator, the Asset Representations Reviewer 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 Exchangeable
Distribution 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 or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(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 (including,


 






    	-420-



    	 



    

 


with
respect to the Trust AB Loan Combination, the Holders of the Class [LOAN-SPECIFIC] Certificates), 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 party’s obligations under this
Agreement); provided, further that notice of such modification is provided to all parties to this
Agreement;


 


(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 (including, with respect to the Trust AB Loan Combination, the Holders of the Class [LOAN-SPECIFIC]
Certificates); and


 


(viii)       in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement (A) to the
extent necessary to effect the qualification of this Agreement under the TIA or under any similar federal statute hereafter
enacted and to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such
other provisions of this Agreement to the extent necessary to make those provisions consistent with, and conform to, the
modifications made pursuant to the preceding clause (A);


 


provided,
further that no amendment pursuant to any of clauses (i)-(viii) above may be made that would: (i) 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; (ii) reduce the consultation rights or the right to receive information under
this Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the
affected Mortgage Loan Seller; (iv) 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 (v) 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 Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator, the Asset Representations Reviewer 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


 






    	-421-



    	 



    

 


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 or the Trust Subordinate Companion
Loan 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 Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


 


(iv)         change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
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 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 Certificate
Administrator, the Custodian (if the Trustee is then acting as Custodian), the Asset Representations Reviewer, 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, the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator,
the Custodian (if the Trustee is then acting as Custodian), the Asset Representations Reviewer, the Special Servicer, each Serviced
Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the Certificate Administrator and
shall furnish written notification of the substance of such amendment to each


 






    	-422-



    	 



    

 


Certificateholder,
as applicable, and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this
Agreement, the Rule 17g-5 Information Provider. 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 Trustee is then acting as Custodian), the Asset
Representations Reviewer, 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 Section, then at the expense of the Trust Fund), to the effect that such amendment will not cause any 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
highest marginal 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
Trustee is then acting as Custodian), the Asset Representations Reviewer, 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 do 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
Trustee 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 Trustee is then acting as Custodian) or the Certificate
Administrator’s, as applicable, own rights, duties or immunities under this Agreement. 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 and the Trust Subordinate Companion Loan pursuant to this Agreement shall constitute a sale and not a pledge
of security for a loan. If such conveyance is deemed to be a pledge of security for a loan,


 






    	-423-



    	 



    

 


however,
the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of
this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted
to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest
in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Subordinate Companion
Loan, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Subordinate Companion
Loan (other than principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received
prior to the Cut-Off Date), all amounts held from time to time in the Collection Account, each Distribution Account, the Exchangeable
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 the Trust Subordinate Companion
Loan 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.


  


Section
12.09         Third-Party Beneficiaries.
Except as provided in 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, any Subordinate Loan-Specific Directing Certificateholder, 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
11.07 and Section 11.16 of this Agreement and its rights as a Privileged Person), any Other Depositor and Other Exchange
Act Reporting Party (with respect to its rights under Article X of this Agreement) 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 or the Trust Subordinate Companion 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


 






    	-424-



    	 



    

 


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 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 (or the Trust Subordinate Companion Loan, if applicable), including, but not limited
to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans (or the Trust Subordinate
Companion Loan, if applicable) 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 (or the Trust Subordinate
Companion Loan, if applicable) 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 11.13(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


 






    	-425-



    	 



    

 


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 11.13(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 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 11.13(b) of this Agreement,
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, provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides such summary to the 17g-5 Information Provider electronically as provided in Section 11.13(h)
on the same day such communication takes place; provided that the summary of such oral communications shall not be attributed
to the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 11.13(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,


 






    	-426-



    	 



    

 


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 11.13(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 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 provided such information to such Rating Agency in accordance with the timeframe set forth under Section
11.13(i); 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 request, certify to the Depositor that it received the confirmation
described in this clause (z)).


  






    	-427-



    	 



    

 


(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 11.13 and Section 11.06 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
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 [email address],
specifically with a subject reference of “[___________]” 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 11.13(a), 11.13(b)
and 11.13(c);


 


(C)          any
certification of a provider of third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange
Act) on Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider by the Depositor; and


 


(D)          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) upon request, 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.


 


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 the Rule 17g-5 Information
Provider’s Website. 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


 






    	-428-



    	 



    

 


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 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 [telephone number] and [email address] (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 “[__________]” 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 or the Special Servicer, 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, upon request, notify the Master Servicer or the Special Servicer, 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
or the Special Servicer, as applicable, may (but is not obligated to) send such information, report, notice or other document


 






    	-429-



    	 



    

 


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.


 


(j)          With
respect to each Outside Serviced Trust Loan, each of the Master Servicer, the Special 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 Trust 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 Trust 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 11.13(b). 








 


Section
12.14         Precautionary Trust Indenture Act Provisions.


 


In
the event that the Depositor, upon consultation with the Trustee, notifies the parties to this Agreement that it has determined
that the TIA applies to this Agreement or that that qualification under the Trust Indenture Act of 1939, as amended (the “TIA”),
or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA Applicability
Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA (assuming such section is then
in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose duties on any person shall be part
of and govern this Agreement, whether or not physically contained herein, as and to the extent provided in Section 318 of the
TIA; provided, however, that it shall be deemed that the parties to this Agreement have agreed that, to the extent
permitted under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions
of this Agreement or would otherwise alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope
of responsibility of any party hereto; (ii) the parties agree to cooperate in good faith with the Depositor to make such amendments
to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification
of this Agreement under the TIA or such similar statute and to add to this Agreement such other provisions as may be expressly
required by the TIA or as may be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction
of the Depositor, the Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with
the Commission or other appropriate institution.


 


Section
12.15          Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. 


 






    	-430-



    	 



    

 


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 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 11.15, such document shall be in form and substance reasonably acceptable to the Trustee.


 





  


[Signature
Pages Follow]


 






    	-431-



    	 



    

 




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:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[master servicer],
    as Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[special servicer],
    as Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    

 





	 	[operating
    advisor], as Operating Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[certificate
    administrator], as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[trustee],
    as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Asset
    Representations Reviewer], as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    

 





	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 



  


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 





	 	Notary Public in and for the

State of _______________



  


My Commission expires:



[NOTARIAL SEAL]


 


[_______________]
- Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF	)	 
	 	)	ss.:




	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]


 


[_______________]
- Pooling and Servicing Agreement


 



    	 



    	 



    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]


 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    






	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]


 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    






	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]



 


[_______________]
- Pooling and Servicing Agreement


 






    	 



    	 



    






	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]



 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On this ____ day of ________
20[__], before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally
appeared ____________________, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the
____________________________ of _____________________________, a _____________________________, the entity 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.


 


	 	Notary Public in and for the

State of _______________





 


My Commission expires:



[NOTARIAL SEAL]


 


[_______________]
- Pooling and Servicing Agreement


 





    	 



    	 



    

 






 





Exhibit
A-[__] Form of Certificates


 


[TO BE INCLUDED IN THE TRANSACTION SPECIFIC
POOLING AND SERVICING AGREEMENT BASED ON SPECIFIED CLASSES OFFERED]


 



    	A-1



    	 



    




 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 






    	B-1



    	 



    

 


EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Custodian/Trustee)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian

Name: __________________

Address:           __________________

                         __________________

                         __________________

Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


		Certificates:	[certificate
caption], Class [__]



 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from [custodian],
as Custodian, for the Holders of [certificate caption], the documents referred to
below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator.


 


( )     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.


 


( )     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


 






    	C-1



    	 



    

 


_________, 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 Custodian when the need
therefor no longer exists, unless the Mortgage Loan and the Trust Subordinate Companion Loan relating to the Documents have 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.


 


	 	[MASTER
    SERVICER/SPECIAL SERVICER] [OUTSIDE SERVICER/OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 






    	C-2



    	 



    

 


cc: [trustee]


 


Dated:


 






    	C-3



    	 



    

 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 






    	D-1



    	 



    

 


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)


 


[Certificate Registrar],

            as Certificate Registrar

[address]


 


		Re:	[certificate
caption], Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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, Certificate Administrator, Master
Servicer, Special Servicer, Asset Representations Reviewer and the Underwriters.


 


	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


cc: [depositor]


 


 





 


**    Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	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)


 


[Certificate Registrar],

            as Certificate Registrar

[address]


 


		Re:	[certificate
caption], Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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),


 


[(2)       at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


 





 


*    Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.



 



    	F-1



    	 



    




 


[(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, Certificate Administrator, Master
Servicer, Special Servicer, Asset Representations Reviewer and the Underwriters.


 


	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: ________


 


cc: [depositor] 


 


 





 





**    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)


 


[Certificate Registrar],


			as Certificate Registrar



[address]


 


		Re: 	[certificate caption],
Class [__]	



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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 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


 


 



 


		*	Select
appropriate depository.



 



    	G-1



    	 



    




 


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, Certificate Administrator, Master Servicer, Special Servicer, Asset Representations
Reviewer and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: [depositor]


 



    	G-2



    	 



    




 





EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


[Certificate
Registrar],


			as Certificate Registrar



[address]


 


		Re:	[certificate
caption], Class [__]	



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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.


 


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


 


 



 


		*	Select, as applicable.



 



    	H-1



    	 



    




 


the Depositor, Trustee,
Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer, Asset Representations Reviewer 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)


 


[Certificate Registrar],


			as Certificate Registrar



[address]


 


		Re:	[certificate
caption], Class [__]	



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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:


 


(1)          the offer of the
Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


 






 





		*	Select appropriate depository.



 



    	I-1



    	 



    




 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (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, Certificate Administrator, Master
Servicer, Special Servicer, Asset Representations Reviewer and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:



 


Dated: ________


 


cc: [depositor]


 


 






 


**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	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)


 


[Certificate Registrar],


			as Certificate Registrar



[address]


 


		Re:	[certificate
caption], Class [__]	



 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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);


 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]*


 





 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	J-1



    	 



    




 


[(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, Certificate Administrator, Master
Servicer, Special Servicer, Asset Representations Reviewer and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: [depositor]


 



    	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)


 


[Certificate Registrar],


			as Certificate Registrar



[address]


 


		Re:	[certificate
caption], Class [__]	



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator. 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.


 


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


 



    	K-1



    	 



    




 


the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer, Asset Representations Reviewer and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc:   [depositor]


 



    	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 


 


[Certificate Administrator],


			as Certificate Administrator



[address]


 


		Re:	[certificate caption]
(the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [depositor],
as Depositor, [master servicer], as Master Servicer, [special
servicer], as Special Servicer, [operating advisor], as Operating Advisor,
[trustee], as Trustee, [asset representations
reviewer], as Asset Representations Reviewer and [certificate administrator],
as Certificate Administrator.	



 





	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 (i) “Lower-Tier REMIC”, (ii) “Upper-Tier REMIC”
and (iii) “[loan-specific] Trust Subordinate Companion Loan REMIC”,
respectively, relating to the Certificates for which an election is to be 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


 



    	L-1-1



    	 



    




 


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.


 


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


 



    	L-1-2



    	 



    




 


(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 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.


 


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


 



    	L-1-3



    	 



    




 


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 to the designation of the Certificate Administrator as the agent of the tax matters person of the Lower-Tier REMIC and
Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.


 


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-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


[Certificate
Registrar],


		as Certificate Registrar



[address]


 


		Re:	[certificate
caption], 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
[date] (the “Pooling and Servicing Agreement”), between [DEPOSITOR],
as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating
Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR],
as Certificate Administrator. 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 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.


 



    	L-2-1



    	 



    




 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:


 



    	L-2-2



    	 



    







 


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


[Certificate
Registrar],


			as Certificate Registrar



[address]


 


[Certificate Administrator],


			as Certificate Administrator



[address]


 


[trustee],


			as Trustee



[address]


 


[depositor]


[address]


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	[certificate
caption]	



 


Ladies and Gentlemen:          


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____%
Percentage Interest] of [certificate caption], Class [_], CUSIP No. [____], in certificated
fully registered form (such registered interest, the “Certificate”), issued pursuant to that certain pooling
and servicing agreement, dated as of [date] (the “Pooling and Servicing
Agreement”), between [depositor], as Depositor, [master
servicer], as Master Servicer, [special servicer], as Special Servicer, [operating
advisor], as Operating Advisor, [trustee], as Trustee, [asset
representations reviewer], as Asset Representations Reviewer and [certificate administrator],
as Certificate Administrator. 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
[__], CLASS [__] OR CLASS [__] 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


 



    	L-3-1



    	 



    




 


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, 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) 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 using the assets of such governmental 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 [ARD] 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, 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 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 using the
assets of such governmental plan to acquire the Certificate.]


 


[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
[ARD] 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) 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) under the Securities Act of 1933, as amended.]


 



    	L-3-2



    	 



    




 


IN WITNESS WHEREOF,
the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:



 



    	L-3-3



    	 



    




 





EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


[Certificate
Registrar],


			as Certificate Registrar



[address]


 


[Certificate Administrator],


			as Certificate Administrator



[address]


 


[trustee],


			as Trustee



[address]


 


[depositor] 


[address]


 


		Re:	[issuing
entity], Commercial Mortgage Pass-Through Certificates, [series designation],
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 [date]
(the “Pooling and Servicing Agreement”), between [depositor],
as depositor, [master servicer], as master servicer, [special
servicer], as special servicer, [operating advisor], as operating advisor,
[trustee], as trustee, [certificate administrator],
as certificate administrator, [asset representations reviewer], as Asset Representations
Reviewer, on behalf of the holders of Commercial Mortgage Pass Through Certificates, [series
designation] (the “Certificates”), in connection with the transfer by [ ] (the “Seller”)
to the undersigned (the “Purchaser”) of $______ aggregate [Certificate Principal Amount] [Notional Amount] of
Class [ ] Certificates [representing a ___% Percentage Interest in the related Class], in certificated fully registered form (such
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.            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


 



    	L-4-1



    	 



    




 


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. [FOR TRANSFERS OF CLASS R CERTIFICATES:
Furthermore, the Purchaser and any such account are each a “qualified institutional buyer” (within the meaning of Rule
144A under the Securities Act).]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 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 June 24, 2015, 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.


 



    	L-4-2



    	 



    




 


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 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:	 	 



 





 



 


		**	Please
select (a) or (b).



 



    	L-4-3



    	 



    




 


(b)             by
mailing a check or draft to the following address: 





	 	 	 




	 	 	 



	 	 	 





	 	 	 
	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
		By:	 	 
	 	 	Name:
	 	 	Title:






 


Dated: ________________, 20__


 



    	L-4-4



    	 



    




 





EXHIBIT M-1



FORM OF INVESTOR CERTIFICATION FOR OBTAINING

INFORMATION AND NOTICES


 


[Date]


 


[master
servicer]


[address]


  


[Certificate Administrator],
as Certificate Administrator

[address]


 


		Re:	[certificate
caption]	



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of [date]
(the “Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned
is a [[Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates][Serviced Companion Loan Holder][Companion
Loan Holder Representative].


 


2.           The
undersigned has received a copy of the Prospectus.1


 


3.           The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member,
joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing.


 


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


 


 






 





		1	Only required for a Certificateholder or a Beneficial Owner.



 



    	M-1-1



    	 



    




 


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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


6.           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.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


	 	 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 	 
		By:	 




 


		Name: 	 



 


		Title: 	 



 


		Company: 	 



 


		Phone: 	 



 



    	M-1-2



    	 



    


 



EXHIBIT M-2


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS


 


[Date]


 


[Certificate Administrator],
as Certificate Administrator

[address]


 


		Attention:	[certificate
caption]



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of [date]
(the “Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned
is a [Certificateholder][Beneficial Owner] of the Class ___ Certificates.


 


2.           The undersigned
has received a copy of the Prospectus.


 


3.           The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor.


 


4.           The undersigned
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, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor and hereby certifies to the
existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as applicable.



 



    	M-2-1



    	 



    




 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor 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, employees, agents or other
authorized representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Asset Representations Reviewer
and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.


 


6.           Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 
	 	[Certificateholder] [Beneficial
Owner]
	 	 	 
		By:	 




 


		Name: 	 



 


		Title: 	 



 


		Company: 	 



 


		Phone: 	 



 



    	M-2-2



    	 



    




 





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 [telephone number]]


 


In connection with
the [certificate caption] (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., Markit Group
Limited, CMBS.com Inc. or a market data provider that has been given access to the Distribution Date Statements, CREFC reports
and supplemental notices on [www.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 [date], between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator.


 



    	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


 


[master
servicer]


[address]


 


[special servicer]


[address]


 


[trustee]


[address]


 


[depositor]


[address]


 


		Re:	[certificate
caption]	



 


Ladies and Gentlemen:


 


In connection with the
[certificate caption] (the “Certificates”), we acknowledge that
we will be furnished by [master servicer], as Master Servicer, and [special
servicer], as 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 with respect
to the above-referenced Certificates and the related Mortgage Loans and the Trust Subordinate Companion Loan 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 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 (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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Asset


 



    	M-4-1



    	 



    




 


Representations
Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


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 [date],
between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR],
as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer and [CERTIFICATE
ADMINISTRATOR], as Certificate Administrator.


 


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:	 



 


		cc:	[depositor]

Trustee



 



    	M-4-2



    	 



    







 


EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


[Certificate Administrator],
as Certificate Administrator

[address]


 


		Re:	[certificate
caption]	 



 


Ladies and Gentlemen:


 


In accordance with the requirements for
obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, with respect to the
[certificate caption] (the “Certificates”), the undersigned hereby
certifies and agrees as follows:





 


1.           The undersigned, a
nationally recognized statistical rating organization, has provided the Depositor with the appropriate certifications under Exchange
Act Rule 17g-5(e); and


 


2.           The undersigned has
access to the Depositor’s Rule 17g-5 website relating to the Certificates.


 


3.           The undersigned 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.


  


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential, 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.


 


4.           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.


 



    	M-5-1



    	 



    




 


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 [certificate caption]



 


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 the
Trust Subordinate Companion 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 Trust Loan), (5), (7), (15) and (20) (for
any Mortgage Loan or Trust Subordinate Companion Loan that is part of a Loan Combination) of the definition of “Mortgage
File” are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance
with the related Loan Purchase Agreement; (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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan identified in the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan or Trust Subordinate Companion Loan.


 



    	N-1



    	 



    

 


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.


	 	 	 
	 	[custodian], 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 below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


 


	 	SERVICING CRITERIA	APPLICABLE

    SERVICING

    CRITERIA
	 

                                                                                                                                             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 (if such entity is not also the Trustee)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	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 (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



 







 






 


1 The
servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 



    	O-1



    	 



    

 


	 	SERVICING
    CRITERIA	APPLICABLE

SERVICING

CRITERIA
	 

                                                                                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 (with respect to (A) and (B))

        Asset
        Representations Reviewer (with respect to A and B) 2

         

	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



 


 



 


2 Only to
the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and Servicing
Agreement during the applicable calendar year.


 



    	O-2



    	 



    

 


	 	SERVICING
    CRITERIA	APPLICABLE

SERVICING

CRITERIA
	 

                                                                                Reference
	Criteria	 
	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
	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 

        Asset
        Representations Reviewer3

         

	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



 


 



 


3 Only
to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and Servicing
Agreement during the applicable calendar year.


 



    	O-3



    	 



    


 


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE


 



    	P-1



    	 



    

 


EXHIBIT Q


 


[RESERVED]


 




    	Q-1



    	 



    


 


EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL
REPORT1


 


Report
Date: Report will be delivered annually (after the occurrence and during the continuance of a Control Termination Event)
no later than [INSERT DATE].


Transaction:
[certificate caption]


Operating
Advisor: [operating advisor]


Special
Servicer: [special servicer]


Directing
Holder: [directing holder]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling This Report



 


[
] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)[
] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(b)[
] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced
Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.


 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, as well as the items
listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities to service
certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating Advisor’s requirements
outlined in the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes, does not believe] there
are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s obligations under the
Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans.


 







 



 


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



    	 



    

 


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 any assessment
of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with
respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [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].


 


2.          During the prior
year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related
to the following Specially Serviced 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
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 any Appraisal Reduction or 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 [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


(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].


 



    	R-2



    	 



    

 


		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.


 


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.


 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.


 


[                    
]





	 	 	 
	By:	 	 
	Name:	 
	Title:	 



 



    	R-3



    	 



    

 


EXHIBIT S


 


SUBSERVICING AGREEMENTS


 


	Mortgage Loan/ Property Name	Sub-Servicer Name
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 



    	S-1



    	 



    

 


EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION 


 


[trustee],


as
Trustee


[address]


 


[Certificate Administrator],


as Certificate Administrator


[address]


 


[special servicer]


[address]


 


		Re:	[certificate
caption]



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, on behalf of the holders
of [certificate caption] (the “Certificates”) regarding the replacement
of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the operational practices of the Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled
Loan Combination] [with respect to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]] conducted pursuant
to and in accordance with the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as
Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination] [with respect
to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]], is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 



    	T-1



    	 



    

 


Based upon such assessment,
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 [series designation] Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB 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 itself)

        Asset Representations Reviewer 

	
        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



 






    	U-1



    	 



    

  


	Item on Form 10-D	Party Responsible
	 	 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 and Regulation AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor
	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 Holders1	
        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 REO Properties) 

	
        Item 7: Change in Sponsor Interest
in the Securities 

        Item 1124 of Regulation AB 
	Each Mortgage Loan Seller (as sponsor (as defined in Regulation AB))
	Item 8:  Significant Enhancement Provider Information	Depositor
	Item 9:  Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 10:  Exhibits	
        Certificate Administrator 

        Depositor 






  





 






 


1 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



    	 



    




 




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 [series
designation] Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB 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 and Regulation AB Item
    1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor
	
        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 and Regulation
AB Item 1100(d)(1) party relating to a Mortgage Loan sold by such Mortgage Loan Seller to the Depositor, (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



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [           ]
AND VIA EMAIL TO [                                                    ]
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


[Certificate Administrator],

as Certificate Administrator

[address]


 


[depositor] 


[address]


 


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 [date] (the “Pooling
and Servicing Agreement”), between [depositor], as depositor, [master
servicer], as master servicer, [special servicer], as special servicer, [operating
advisor], as operating advisor, [trustee], as trustee, and [certificate
administrator], as certificate administrator, [asset representations reviewer],
as asset representations reviewer, the undersigned, as [          ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure: 


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure: 


 


Any inquiries related
to this notification should be directed to [                           ], phone number: [            ]; email address: [                    ].


 






    	W-1



    	 



    

 


	 	 	 
	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	W-2



    	 



    

   


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 [certificate caption]
(the “Exchange Act Periodic Reports”);



 


		2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;



 


		4.	Based on my knowledge and the servicer compliance 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][asset representations reviewer][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:	[issuing entity]
(the “Trust”), Commercial Mortgage Pass-Through Certificates, [series designation]
(the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as depositor, [MASTER SERVICER], as master servicer,
[SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset
representations reviewer, [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”)
and [trustee], as trustee.



 


I, [identifying
the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to [depositor]
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


1.          I have reviewed
the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D 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.


 






    	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:	[issuing entity]
(the “Trust”), Commercial Mortgage Pass-Through Certificates, [Series
designation] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of [date] (the “Pooling and Servicing Agreement”), between [depositor],
as depositor, [master servicer], as master servicer (the “Master Servicer”),
[special servicer], as special servicer (the “Special Servicer”),
[operating advisor], as operating advisor, [certificate
administrator], as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer and [trustee],
as trustee



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to [depositor]
and their 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;



 


		(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



 






    	Y-2-1



    	 



    




 


	 	 	 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:	[issuing entity]
(the “Trust”), Commercial Mortgage Pass-Through Certificates, [Series
designation] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of [date] (the “Pooling and Servicing Agreement”), between [depositor],
as depositor, [master servicer], as master servicer (the “Master Servicer”),
[special servicer], as special servicer (the “Special Servicer”),
[operating advisor], as operating advisor, [certificate
administrator], as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer and [trustee],
as trustee



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to [depositor] and their 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


 


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-3-1



    	 



    




 


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.


 


	Date:	 	 



 


[                           ]


 





	By:		 
	[Name]	 
	[Title]	 








 






    	Y-3-2



    	 



    

 



EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


Re:              [issuing
entity] (the “Trust”), Commercial Mortgage Pass-Through Certificates, [Series
designation] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of [date] (the “Pooling and Servicing Agreement”), by and among
[depositor], as depositor, [master servicer],
as master servicer (the “Master Servicer”), [special servicer],
as special servicer (the “Special Servicer”), [operating advisor],
as operating advisor (the “Operating Advisor”), [certificate administrator],
as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer and [trustee],
as trustee


I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to [depositor] and their
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 criteria for asset-backed securities required to be delivered in accordance with Section
10.09 and






    	Y-4-1



    	 



    

 


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:             [issuing
entity] (the “Trust”), Commercial Mortgage Pass-Through Certificates, [Series
designation] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of [date] (the “Pooling and Servicing Agreement”), by and among
[depositor], as depositor, [master servicer],
as master servicer (the “Master Servicer”), [special servicer],
as special servicer (the “Special Servicer”), [operating advisor],
as operating advisor (the “Operating Advisor”), [certificate administrator],
as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer and [trustee/custodian],
as trustee (the “Trustee”) and as custodian (the “Custodian”)


I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to [depositor] and their 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


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-5-1



    	 



    

 


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-5-2



    	 



    
 

EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


Re:               [issuing
entity] (the “Trust”), Commercial Mortgage Pass-Through Certificates, [Series
designation] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of [date] (the “Pooling and Servicing Agreement”), by and among
[depositor], as depositor, [master servicer],
as master servicer (the “Master Servicer”), [special servicer],
as special servicer (the “Special Servicer”), [operating advisor],
as operating advisor (the “Operating Advisor”), [certificate administrator],
as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer and [trustee],
as trustee (the “Trustee”)


I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to [depositor] and their 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


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







    	Y-6-1



    	 



    

 


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:            
[issuing entity] (the “Trust”), Commercial Mortgage Pass-Through
Certificates, [Series designation] (the “Certificates”), issued
pursuant to the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), by and among [depositor], as depositor, [master
servicer], as master servicer (the “Master Servicer”), [special
servicer], as special servicer (the “Special Servicer”), [operating
advisor], as operating advisor (the “Operating Advisor”), [certificate
administrator], as certificate administrator (the “Certificate Administrator”), [asset
representations reviewer], as asset representations reviewer (the “Asset Representations Reviewer”) and
[trustee], as trustee


I, [identify the certifying
individual], a [title] of [asset representations reviewer], certify to [depositor]
and their 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 Asset Representations Reviewer 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 Asset Representations
Reviewer 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 Asset Representations Reviewer to the Certificate Administrator;


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 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






    	Y-7-1



    	 



    

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-7-2



    	 



    
 


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 [series designation] Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB 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 

        




 






    	Z-1



    	 



    

 





	Item on Form 8-K	Party Responsible 
		
        Agreement) is a party)

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 


 


LIMITED POWER OF ATTORNEY 


 


KNOW ALL MEN BY THESE PRESENTS, that [trustee],
a [__________________], incorporated and existing under the laws of the State of [________], having its usual place of business
at [address], as Trustee (the “Trustee”) for [issuing
entity] pursuant to that Pooling and Servicing Agreement, dated as of [date]
(the “Agreement”) by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, hereby constitutes and appoints [master
servicer] (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”) and Trust Subordinate Companion Loan 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 (12) below with respect to the Mortgage Loans, the Trust Subordinate Companion Loan
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 (or Trust Subordinate Companion Loan).



  


		2.	The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording is solely for the
purpose of correcting 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 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.



  






    	AA-1-1



    	 



    

 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as Property, or conveyance of title to any Property.



  


		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 promissory note.



  


		7.	The assignment of any Mortgage or Deed of Trust and the related promissory note and other loan documents, in connection with
the purchase 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 promissory note and other loan documents.



  


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or Deed of Trust or the related promissory
note, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



  


		a.	the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and such Deed of Trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



  


		c.	the preparation and filing of notices of default and/or notices of sale;



  


		d.	the cancellation/rescission of notices of default and/or notices of sale;



  


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or Deed of Trust or the related promissory note;



 






    	AA-1-2



    	 



    

  


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



  


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and



  


		h.	the preparation and execution of such other documents and the 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.	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 any Mortgaged Property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



  


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, Deed of Trust or other security document in the related mortgage file or the related
Mortgaged Property and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, or otherwise,
documents relating to the management, operation, maintenance, repair, 



 






    	AA-1-3



    	 



    

 


			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 (or Trust Subordinate Companion Loan, as applicable) under the related loan
documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any
easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged
Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan (or
Trust Subordinate Companion Loan, as applicable) and any other consents.



  


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [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.


  


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 Deutsche Bank Trust Company Americas, 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 [trustee] except as specifically provided
for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of [trustee],
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 the related promissory 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


 






    	AA-1-4



    	 



    

 


nature whatsoever incurred
by reason or result of or in connection with the exercise by the Servicer, or its attorneys-in-fact, of the powers granted to it
hereunder. 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, [trustee],
as Trustee for [issuing entity] has caused its corporate seal to be hereto affixed
and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________. 


	 	 	 	 	 
	 	[trustee],	 
	 	as Trustee for [issuing
    entity]	 
	 	 	 
	 	By:	 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 		 	 	 
	 	Prepared by:	 
	 	 	 	 	 
	 	 	 	Name:	 



 


	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 







  





	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 _________} 


County of _________}


 


On ________________________, before me, _________________________________Notary


 






    	AA-1-5



    	 



    

 


Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


  


I certify under PENALTY OF PERJURY under the laws of
the State of [_________] that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 





	 	 
	Notary signature	 







  



    	AA-1-6



    	 



    

 


EXHIBIT AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


LIMITED POWER OF ATTORNEY  


 


KNOW ALL MEN BY THESE PRESENTS, that [trustee],
a [____________________], incorporated and existing under the laws of the State of [________], having its usual place of business
at [address], as Trustee (the “Trustee”) for [issuing
entity] pursuant to that Pooling and Servicing Agreement, dated as of [date]
(the “Agreement”) by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER],
as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset
Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, hereby constitutes and appoints [special
servicer] (the “Special Servicer”), by and through the Special Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) and Trust Subordinate Companion Loan serviced by the Special
Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant to the Agreement,
to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage Loans, the Trust
Subordinate Companion Loan and 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, permitted or contemplated under the Agreement pursuant to the authority
granted Special Servicer therein. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement.


  


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing
any Mortgage Loan (or Trust Subordinate Companion Loan).



  


		2.	The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording is solely for the
purpose of correcting 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 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.



  






    	AA-2-1



    	 



    

 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



  


		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 promissory note.



  


		7.	The assignment of any Mortgage or Deed of Trust and the related promissory note and other loan documents, in connection with
the purchase 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 promissory note and other loan documents.



  


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or Deed of Trust or the related promissory
note, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure,
or the completion of judicial or

non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and
completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction
actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without
limitation, any and all of the following acts:



  


		a.	the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and such Deed of Trust;



  


		b.	the preparation and issuance of statements of breach or non-performance;



  


		c.	the preparation and filing of notices of default and/or notices of sale;



  


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed-in-lieu of foreclosure;



   


		f.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or Deed of Trust or the related promissory note;



  



    	AA-2-2



    	 



    




 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



  


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and



  


		i.	the preparation and execution of such other documents and the 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.	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 any Mortgaged Property or reserves for replacement
of personal property.



  


		12.	The execution and delivery of the following:



  


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, Deed of Trust or other security document in the related mortgage file or the related
Mortgaged Property and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO 



 






    	AA-2-3



    	 



    

 


			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 (or Trust Subordinate Companion Loan, as applicable)
under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or
rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures
or hereafter may secure any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) and any other consents.






 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [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.


  


Solely to the extent that the Special Servicer
has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the
authority given to it by Deutsche Bank Trust Company Americas, 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 Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the
Special 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 Special Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of [trustee] except as specifically provided
for herein. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of [trustee],
then the Special 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 Special Servicer under the Agreement or to allow the Special Servicer to take any action with
respect to Mortgages, Deeds of Trust or the related promissory notes not authorized by the Agreement.


 






    	AA-2-4



    	 



    




 


The Special 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 or in connection with the exercise by the Special Servicer, or its attorneys-in-fact, of the powers granted
to it hereunder. 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, and
without further inquiry, may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied
that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation
has been made in writing by the undersigned.


  


IN WITNESS WHEREOF, [trustee],
as Trustee for [issuing entity] has caused its corporate seal to be hereto affixed
and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________. 


	 	 	 	 	 
	 	[trustee],	 
	 	as Trustee for [issuing
    entity]	 
	 	 	 
	 	By:	 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 		 	 	 
	 	Prepared by:	 
	 	 	 	 	 
	 	 	 	Name:	 



 


	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 






 


	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.






 






    	AA-2-5



    	 



    

 


State of _________} 


County of ________}


 


On ________________________, before
me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


  


I certify under PENALTY OF PERJURY under the laws of
the State of [_________] that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


	 	 
	Notary signature	 



 






    	AA-2-6



    	 



    






 


EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE 


 


	Distribution

                                         Date 
	 	Balance 
	 	Distribution

                                         Date 
	 	Balance 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 






    	BB-1



    	 



    

 


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date] 


 


[depositor] 


[address]


 





	 	Re:	[certificate
    caption]	 







  


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 [date]
(the “Pooling and Servicing Agreement”), between [depositor],
as Depositor, [master servicer], as Master Servicer, [special
servicer], as Special Servicer, [operating advisor], as Operating Advisor,
[trustee], as Trustee, [asset representations
reviewer], as Asset Representations Reviewer and [certificate administrator],
as Certificate Administrator. 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 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


 



    	CC-1-1



    	 



    










 


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]


 





[depositor] 

[address]


  


[master
servicer] 


[address]


  


	 	Re:	[certificate
    caption]	 



  


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 [date]
(the “Pooling and Servicing Agreement”), between [depositor],
as Depositor, [master servicer], as Master Servicer, [special
servicer], as Special Servicer, [operating advisor], as Operating Advisor,
[trustee], as Trustee, [asset representations
reviewer], as Asset Representations Reviewer and [certificate administrator], as Certificate Administrator. 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 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 [master servicer]
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.


 






    	CC-2-1



    	 



    

 


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), (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


 






    	CC-2-2



    	 



    

 


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:	[rating agencies – repeat as necessary] 

[address]



 


		From:	[master servicer], in its capacity as Master Servicer
(the “Master Servicer”) under the Pooling and Servicing Agreement, dated as of [date]
(the “Pooling and Servicing Agreement”), between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer,
[SPECIAL SERVICER], as Special Servicer, [OPERATING ADVISOR], as Operating Advisor, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer and [CERTIFICATE ADMINISTRATOR], as Certificate Administrator.



 


		Date:	____________, 20___



 


		Re:	[certificate caption] Mortgage Loan (the “Subject
Mortgage Loan”) [and the Trust Subordinate Companion Loan] heretofore secured by real property known as ____________
[Include the following if there is pari passu or AB debt: as evidenced by that certain Promissory Note [__] in the amount of $____________,
which Promissory Note [__] 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 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 [and the Trust Subordinate Companion Loan] of the type checked below:**


 



    	DD-1



    	 



    

 


____  a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan [and the Trust Subordinate Companion Loan];
or


 


____  a partial
defeasance of a portion ($____________) of the Subject Mortgage Loan [and the Trust Subordinate Companion Loan] that represents
___% of the entire principal balance of the Subject Mortgage Loan ($____________).


 


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 [__] 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 [and the Trust Subordinate Companion 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 (“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



 



    	DD-2



    	 



    

 


			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 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 [and the Trust Subordinate Companion 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”).


 



    	DD-3



    	 



    

 


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 [and the Trust Subordinate Companion Loan] (or the allocated
portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated
Repayment Date), (ii) 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 [and the Trust Subordinate Companion 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 [and the Trust Subordinate Companion 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 $[________] and (z) a Mortgage Loan
that represents less than [__]% of the Stated Principal Balance of all Mortgage Loans.


 


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.


 



    	DD-4



    	 



    

 


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


 


FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE
CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


[Certificate Registrar],


as
Certificate Registrar


[address]


 


[Certificate Administrator],


as
Certificate Administrator


[address]


 


		Re:	[certificate caption]



 


Ladies and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of [date] (the “Pooling
and Servicing Agreement”), between [depositor], as Depositor, [master servicer],
as Master Servicer, [special servicer], as Special Servicer, [operating
advisor], as Operating Advisor, [trustee], as Trustee, [asset
representations reviewer], as Asset Representations Reviewer and [certificate administrator],
as Certificate Administrator, and executed in connection with the above referenced transaction, we hereby (i) certify that
as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates described on the attached Schedule
I, is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned
to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent
to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto and all of our right, title and
interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in
exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto. We propose an Exchange Date of
[______].


 


We agree that upon such exchange, our interests
in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the
Exchangeable Certificate received in such exchange shall be increased. We confirm that no such exchange will be effected until
we pay a fee to the Certificate Administrator in an amount equal to $[______] (together with any other expenses related to such
exchange (including fees charged by the Depository, if applicable)).


 


[[If Applicable] Our Depository participant
number is [________].]


 



    	EE-1



    	 



    

 


Capitalized terms used in this notice but
not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 


Sincerely,


 


[_____________]





	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 


[Medallion Stamp Guarantee]


 



    	EE-2



    	 



    

 


Schedule I


 



    	EE-3



    	 



    

 


EXHIBIT FF


 


FORM OF NOTICE REGARDING OUTSIDE  


SERVICED TRUST LOAN


 


[Date]


 


	
        [outside Trustee]


[address] 

         
	 	
        [outside certificate
administrator] 

[address]

	
        [outside
master servicer],

as Master Servicer

        [address]

         
	 	
        [outside
special servicer],

as Special Servicer

        [address]

	
        [outside operating
advisor]

        [address] 
	 	 


 


		Re:	[certificate
caption related to outside serviced loan]



 


Ladies and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of [date] (the “[outside
servicing agreement]”), between [outside depositor], as depositor,
[outside master servicer], as master servicer, [outside
special servicer], as special servicer, [outside operating advisor],
as operating advisor, [outside trustee], as trustee and [outside
certificate administrator], as certificate administrator. Capitalized terms used but not defined herein shall have the meanings
given to them in the [outside servicing agreement].


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of [date]
(the “[__] PSA”), between [depositor], as depositor, [master
servicer], as master servicer (the “[___] Master Servicer”), [special
servicer], as special servicer (the “[___] Special Servicer”), [operating
advisor], as operating advisor (the “[___] Operating Advisor”), [certificate
administrator], as certificate administrator (the “[___] Certificate Administrator”) and [trustee],
as trustee (the “[___] Trustee”), pursuant to which the [issuing entity] (the “[___] Trust”)
was established and the [outside serviced Companion Loan] evidenced by promissory
note [__] and the [outside serviced companion loan] evidenced by promissory note
[__] were transferred to the [___] Trust as of [date] (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 



    	FF-1



    	 



    

 


1.          [trustee],
as trustee under the [__] PSA, is the holder of the [outside serviced companion loan]
evidenced by promissory note [__] and the [outside serviced companion loan] evidenced
by promissory note [__]. You are directed to remit to [master servicer], as master
servicer under the [__] PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may
be, to [master servicer], as master servicer under the [__] PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Companion
Loan Noteholders with respect to the [outside serviced companion loans] under the
[outside servicing agreement] and the respective Co-Lender Agreements with respect
to the [outside serviced loan combinations]. The wire instructions for [master
servicer], as [___] Master Servicer, are as follows:


 


Bank:
[____________________] 


Account Name: [___________________________] 


ABA: [________________] 


Account #: [_______________] 


Reference: [_________________]


 


3.          The contact information
for the [___] Trustee, the [___] Certificate Administrator, the [___] Master Servicer, the [___] Special Servicer and the [___]
Operating Advisor with respect to the [OUTSIDE SERVICED COMPANION LOAN] evidenced by promissory note [__] and the [OUTSIDE SERVICED
COMPANION LOAN] evidenced by promissory note [__] is as follows:


 


	[__] Trustee:	[trustee]

[address]
	[__] Certificate Administrator:	
        [certificate
administrator] 

        [address]

	[__] Master Servicer:	
        [master
servicer]

        [address]

	[__] Special Servicer:	
        [special
servicer]

        [address]



 


	[__] Operating Advisor:	
        [operating
advisor]

        [address]



 


4.          The
[__] Trust is subject to the reporting requirements of the Exchange Act.


 


5.          Enclosed herewith
is a copy of an executed version of the [__] PSA.


 



    	FF-2



    	 



    

 


	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	FF-3



    	 



    




 


EXHIBIT GG


 


SPECIFIED SERVICED MORTGAGE LOANS


 


None


 



    	GG-1



    	 



    

 


EXHIBIT HH


 


FORM
OF TRANSFEREE NOTICE OF 


PURCHASE
OF CLASS [LOAN-SPECIFIC] CERTIFICATE


 


[Date]


 


[Certificate Administrator],


as
Certificate Administrator


[address]


 


		Re:	[certificate caption] (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of [DATE], by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER],
as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor



 


This letter is delivered to you, pursuant to Section [3.33(c)]
of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”) to
us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:






	 	 
	 	 
	 	 
	 	 










Contact Info:
[Tel/Email]


 


		2.	[if applicable] We hereby certify, represent and warrant
to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates.



 


All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 



    	HH-1



    	 



    


 









	 	 	 
	 	Very truly yours,
	 	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	HH-2



    	 



    

 


Exhibit
II


 


asset
review report


 


[form
of asset review report]


 



    	II-1



    	 



    

 


EXHIBIT JJ


 


asset
review procedures


 


This Exhibit sets forth Asset Reviewer’s review procedures
for each Delinquent Mortgage Loan [item/representation category] listed below based on the Servicing File delivered by the Master
Servicer and/or Special Servicer as applicable for an Asset Review. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement. [Review Procedures to be Negotiated with Operating Advisor for Securitization
Transaction]


 




    	JJ-1



    	 



    

 


[EXHIBIT KK]


 


[form
of credit risk retention compliance agreement]


 



    	KK-1