Exhibit 4.1 





CCRE COMMERCIAL MORTGAGE SECURITIES, L.P.,

Depositor,


[NAME
OF MASTER SERVICER],

Master Servicer,


[NAME
OF SPECIAL SERVICER],

Special Servicer,


[NAME
OF TRUSTEE],

Trustee,


[NAME
OF CERTIFICATE ADMINISTRATOR, PAYING AGENT AND CUSTODIAN],

Certificate Administrator, Paying Agent and Custodian,


[NAME
OF OPERATING ADVISOR],

Operating Advisor,


and


[NAME OF ASSET REPRESENTATIONS REVIEWER],

Asset Representations Reviewer




POOLING
AND SERVICING AGREEMENT

Dated as of [________], 20[__]
 


[NAME OF ISSUING ENTITY]

Commercial Mortgage Pass-Through Certificates





 



    	 



    	 



    


TABLE OF CONTENTS


Page




	Article I 



DEFINITIONS
	Section 1.01   Defined Terms	4
	Section 1.02   Certain Calculations	124
	Section 1.03   Certain Constructions	128
	Section 1.04   Certain Matters Relating to the Non-Serviced Mortgage Loans	129
	Article II 



CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES; Creation of RR Interest
	Section 2.01   Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	130
	Section 2.02   Acceptance by Custodian and the Trustee	138
	Section 2.03   Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of
Mortgage Loans	141
	Section 2.04   Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer	157
	Section 2.05   Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests and the Loan
Specific REMIC Regular Interests	165
	Section 2.06   Miscellaneous REMIC and Grantor Trust Provisions	166
	Article III 



ADMINISTRATION AND SERVICING OF THE TRUST FUND
	Section 3.01   The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer;
Administration of the Mortgage Loans and the Serviced Companion Loans	167
	Section 3.02   Liability of the Master Servicer and the Special Servicer When Sub-Servicing	173
	Section 3.03   Collection of Mortgage Loan and Serviced Companion Loan Payments	173
	Section 3.04   Collection of Taxes, Assessments and Similar Items; Escrow Accounts	174
	Section 3.05   Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve
Account and Serviced Whole Loan Collection Accounts	177








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	Section 3.06   Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts
and the Distribution Accounts; Trust Ledger	185
	Section 3.07   Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts,
the Cash Collateral Accounts and the Reserve Accounts	207
	Section 3.08   Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	210
	Section 3.09   Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	215
	Section 3.10   Appraisals; Realization upon Defaulted Mortgage Loans	221
	Section 3.11   Custodian to Cooperate; Release of Mortgage Files	227
	Section 3.12   Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation;
[Mortgage Loan Seller Strip]	228
	Section 3.13   Reports to the Certificate Administrator; Collection Account Statements	236
	Section 3.14   Access to Certain Documentation	242
	Section 3.15   Title and Management of REO Properties and REO Accounts	250
	Section 3.16   Sale of Specially Serviced Loans and REO Properties	256
	Section 3.17   Additional Obligations of the Master Servicer and the Special Servicer; Inspections	261
	Section 3.18   Authenticating Agent	263
	Section 3.19   Appointment of Custodians	264
	Section 3.20   Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	265
	Section 3.21   Servicing Advances	265
	Section 3.22   Appointment and Replacement of Special Servicer	269
	Section 3.23   Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping;
Asset Status Report	274
	Section 3.24   Special Instructions for the Master Servicer and/or Special Servicer	280
	Section 3.25   Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	281
	Section 3.26   Modification, Waiver, Amendment and Consents	283
	Section 3.27   Certain Intercreditor Matters Relating to the Serviced Whole Loans	289
	Section 3.28   Directing Certificateholder Contact with the Master Servicer and the Special Servicer	293
	Section 3.29   Controlling Class Certificateholders and the Controlling Class Representative; Certain
Rights and Powers of the Directing Certificateholder	293
	Section 3.30   Rating Agency Confirmation	297
	Section 3.31   The Operating Advisor	299
	Section 3.32   Additional Rights of the Holders of the Loan Specific Certificates	307
	Section 3.33   Credit Risk Retention	309
	Section 3.34   Delivery of Excluded Information to the Certificate Administrator	310
	Section 3.35   [Resignation Upon Prohibited Risk Retention Affiliation	310
	








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	Article IV 



DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01   Distributions	311
	Section 4.02   Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available
to the Holders and Others	330
	Section 4.03   Compliance with Withholding Requirements	345
	Section 4.04   REMIC Compliance	345
	Section 4.05   Imposition of Tax on the Trust Fund	348
	Section 4.06   Remittances	349
	Section 4.07   P&I Advances	349
	Section 4.08   Appraisal Reductions	356
	Section 4.09   Grantor Trust Reporting	360
	Article V 



THE CERTIFICATES
	Section 5.01   The Certificates	361
	Section 5.02   Registration, Transfer and Exchange of Certificates	367
	Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates	379
	Section 5.04   Appointment of Paying Agent	379
	Section 5.05   Access to Certificateholders’ Names and Addresses; Special Notices	380
	Section 5.06   Actions of Certificateholders	380
	Section 5.07   Rule 144A Information	381
	Section 5.08   Exchanges of Exchangeable Certificates	381
	Article VI 



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING CERTIFICATEHOLDER, THE OPERATING ADVISOR
AND THE ASSET REPRESENTATIONS REVIEWER
	Section 6.01   Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer	383
	Section 6.02   Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset
Representations Reviewer or the Operating Advisor	383
	Section 6.03   Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others	384
	Section 6.04   Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor;
Termination of the Master Servicer, the Special Servicer and the Operating Advisor	387
	Section 6.05   Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	389







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	Section 6.06   The Master Servicer or Special Servicer as Owners of a Certificate	390
	Section 6.07   The Directing Certificateholder [and the Risk Retention Consultation Party]	390
	Section 6.08   Rights of Non-Directing Certificateholders	396
	Article VII 



SERVICER AND OPERATING ADVISOR TERMINATION
	Section 7.01   Servicer Termination Events	397
	Section 7.02   Trustee to Act; Appointment of Successor	406
	Section 7.03   Notification to Certificateholders and Other Persons	407
	Section 7.04   Other Remedies of Trustee	408
	Section 7.05   Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	408
	Section 7.06   Trustee as Maker of Advances	409
	Section 7.07   Termination of the Operating Advisor	409
	Article VIII 



CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	Section 8.01   Duties of Trustee and Certificate Administrator	412
	Section 8.02   Certain Matters Affecting the Trustee and the Certificate Administrator	414
	Section 8.03   Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	417
	Section 8.04   Trustee and Certificate Administrator May Own Certificates	418
	Section 8.05   Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	419
	Section 8.06   Eligibility Requirements for Trustee and Certificate Administrator	421
	Section 8.07   Resignation and Removal of Trustee and Certificate Administrator	423
	Section 8.08   Successor Trustee and Certificate Administrator	425
	Section 8.09   Merger or Consolidation of Trustee or Certificate Administrator	426
	Section 8.10   Appointment of Co-Trustee or Separate Trustee	426
	Article IX 



TERMINATION
	Section 9.01   Termination	427
	Article X 



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 10.01   Intent of the Parties; Reasonableness	433







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	Section 10.02   Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion
Loan	434
	Section 10.03   Information to be Provided by the Master Servicer and the Special Servicer	436
	Section 10.04   Information to be Provided by the Trustee	437
	Section 10.05   Filing Obligations	437
	Section 10.06   Form 10-D Filings	439
	Section 10.07   Form 10-K Filings	442
	Section 10.08   Sarbanes-Oxley Certification	445
	Section 10.09   Form 8-K Filings	446
	Section 10.10   Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange
Act Reports	448
	Section 10.11   Annual Compliance Statements	449
	Section 10.12   Annual Reports on Assessment of Compliance with Servicing Criteria	450
	Section 10.13   Annual Independent Public Accountants’ Servicing Report	452
	Section 10.14   Exchange Act Reporting Indemnification	453
	Section 10.15   Amendments	456
	Section 10.16   Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	456
	Section 10.17   Termination of the Certificate Administrator	458
	Article XI 



THE ASSET REPRESENTATIONS REVIEWER
	Section 11.01   Asset Review	458
	Section 11.02   Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	463
	Section 11.03   Resignation of the Asset Representations Reviewer	464
	Section 11.04   Restrictions of the Asset Representations Reviewer	464
	Section 11.05   Termination of the Asset Representations Reviewer	464
	Article XII 



MISCELLANEOUS PROVISIONS
	Section 12.01   Counterparts	467
	Section 12.02   Limitation on Rights of Certificateholders	467
	Section 12.03   Governing Law	468
	Section 12.04   Waiver of Jury Trial; Consent to Jurisdiction	468
	Section 12.05   Notices	469
	Section 12.06   Severability of Provisions	472
	Section 12.07   Notice to the Depositor and Each Rating Agency	472
	Section 12.08   Amendment	474
	Section 12.09   Confirmation of Intent	479
	Section 12.10   No Intended Third-Party Beneficiaries	479








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	Section 12.11   Entire Agreement	479
	Section 12.12   Third Party Beneficiaries	480







    	 	-vi-	 



     


    

 



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-SB] Certificate
	Exhibit A-4	Form of [Class A-3] Certificate
	Exhibit A-5	Form of [Class A-4] Certificate
	Exhibit A-6	Form of [Class A-M] Certificate
	Exhibit A-7	Form of [Class B] Certificate
	Exhibit A-8	Form of [Class C] Certificate
	Exhibit A-9	Form of [Class PEZ] Certificate
	Exhibit A-10	Form of [Class D] Certificate
	Exhibit A-11	Form of [Class E] Certificate
	Exhibit A-12	Form of [Class F] Certificate
	Exhibit A-13	Form of [Class G] Certificate
	Exhibit A-14	Form of [Class H] Certificate
	Exhibit A-15	Form of [Class X-A] Certificate
	Exhibit A-16	Form of [Class X-B] Certificate
	Exhibit A-17	Form of [Class X-C] Certificate
	Exhibit A-18	Form of [Class X-D] Certificate
	Exhibit A-19	Form of [Class X-E] Certificate
	Exhibit A-20	Form of [Class X-F] Certificate
	Exhibit A-21	Form of [Class X-G] Certificate
	Exhibit A-22	Form of [Class R] Certificate
	Exhibit A-23	Form of [ARD CLASS] Certificate
	Exhibit A-24	Form of [LOAN SPECIFIC CLASS] Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C-1	Form of Transferee Affidavit
	Exhibit C-2	Form of Transferor Letter
	Exhibit C-3	Form of Transferee Certificate for Transfers of the RR Interest
	Exhibit C-4	Form of Transferor Certificate for Transfers of the RR Interest
	Exhibit C-5	Form of Transferee Certificate for Transfers of the HRR Certificates
	Exhibit C-6	Form of Transferor Certificate for Transfers of the HRR Certificates
	Exhibit C-7	Form of Request of Sponsor Consent for Release of the HRR Certificates
	Exhibit D-1	Form of Investment Representation Letter
	Exhibit D-2	Form of ERISA Representation Letter
	Exhibit E	Form of Request for Release
	Exhibit F	Securities Legend
	Exhibit G	Form of Regulation S Transfer Certificate
	Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
	Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period



 






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	Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
	Exhibit K	Form of Distribution Date Statement
	Exhibit L-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, the Risk Retention Consultation Party, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1D	Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit L-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit L-1G	Form of Certification of the Controlling Class Representative
	Exhibit L-1H	Form of Certification of the Risk Retention Consultation Party
	Exhibit L-2	Form of Financial Market Publisher Certification
	Exhibit M	Form of Notification from Custodian
	Exhibit N-1	Form of Closing Date Custodian Certification
	Exhibit N-2	Form of Post-Closing Custodian Certification
	Exhibit O	Form of Trustee Backup Certification
	Exhibit P	Form of Custodian Backup Certification
	Exhibit Q	Form of Certificate Administrator Backup Certification
	Exhibit R	Form of Operating Advisor Backup Certification
	Exhibit S	Form of Asset Representations Reviewer Backup Certification
	Exhibit T	Form of Master Servicer Backup Certification
	Exhibit U	Form of Special Servicer Backup Certification
	Exhibit V	Form of Sub-Servicer Backup Certification
	Exhibit W	Form of Sarbanes Oxley Certification
	Exhibit X	Mortgage Loan Seller Sub-Servicers
	Exhibit Y	Mortgage Loans with Earnout/Holdback Provisions
	Exhibit Z	Form of NRSRO Certification
	Exhibit AA-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit AA-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit BB	Form of Operating Advisor Annual Report
	Exhibit CC	Additional Disclosure Notification
	Exhibit DD	Form of Power of Attorney to the Master Servicer and Special Servicer
	Exhibit EE	Form of Non-Serviced Mortgage Loan Notification



 






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	Exhibit FF	Form of Companion Loan Noteholder Certification
	Exhibit GG	Form of Notice of Exchange of Exchangeable Certificates
	Exhibit HH	Asset Review Report
	Exhibit II	Asset Review Procedures
	Exhibit JJ	[RESERVED]
	Exhibit KK	Form of Certificate Administrator Receipt of the HRR Certificates
	Exhibit LL	Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer


TABLE OF SCHEDULES


	Schedule I	Directing Certificateholders
	Schedule II	Servicing Criteria to be Addressed in Assessment of Compliance
	Schedule III	Class A-SB Planned Principal Balance Schedule
	Schedule IV	Additional Form 10-D Disclosure
	Schedule V	Additional Form 10-K Disclosure
	Schedule VI	Form 8-K Disclosure Information
	Schedule VII	Initial Serviced Companion Loan Noteholders
	Schedule VIII	Contact Information for the Other 17g-5 Information Provider




 


 







    	 	-ix-	 



     


    

Pooling and Servicing
Agreement, dated as of [________], 20[__], between CCRE Commercial Mortgage Securities, L.P., as Depositor, [NAME OF MASTER SERVICER],
as Master Servicer, [NAME OF SPECIAL SERVICER], as Special Servicer, [NAME OF TRUSTEE], as Trustee, [NAME OF CERTIFICATE ADMINISTRATOR,
PAYING AGENT AND CUSTODIAN], as Certificate Administrator, Paying Agent and Custodian, [NAME OF OPERATING ADVISOR], as Operating
Advisor, and [NAME OF 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 beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans.


The segregated pool
of assets consisting of the AB Whole Loan and certain other related assets subject to this Agreement will be designated as the
“Loan Specific REMIC”. The Loan Specific REMIC will issue (i) the [LOAN SPECIFIC CLASS]-P Regular Interest and
the [LOAN SPECIFIC CLASS]-NP Regular Interest as “regular interests” in the Loan Specific REMIC (the “Loan
Specific REMIC Regular Interests”), and (ii) the [LOAN SPECIFIC CLASS]-R Interest as the sole class of residual interests
in the Loan Specific REMIC, which will be represented by the Class R Certificates.


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest, the AB Whole Loan, [the Mortgage Loan Seller Strips] and the Loan Specific
REMIC Regular Interest) and certain other related assets subject to this Agreement, and will issue (i) the Lower-Tier Regular Interests
set forth in the table below (the “Lower-Tier Regular Interests”), as classes of regular interests in the Lower-Tier
REMIC and (ii) the Class LTR Interest as the sole class of residual interests in the Lower-Tier REMIC, which will be represented
by the Class R Certificates.


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the [Class
A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-G,
Class D, Class E, Class F, Class G, Class H and [LOAN SPECIFIC CLASS]] Certificates and the [Class EC] Regular Interests, which
are designated as classes of regular interests in the Upper-Tier REMIC and (ii) the Class UTR Interest as the sole class of
residual interests in the Upper-Tier REMIC, which will be represented by the Class R Certificates.


The portion of the
Trust Fund consisting of the Class [__] Specific Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets, the Class
[__] Specific Grantor Trust Assets, the Class [PEZ] Specific Grantor Trust Assets and the [ARD CLASS] Specific Grantor Trust Assets
shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”)
for federal income tax purposes. The Class [__] Certificates shall represent undivided beneficial interests in the portion
of the Grantor Trust consisting of the Class [__]






    	 



    	 



    

Specific Grantor Trust
Assets. The Class [__] Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of the Class [__] Specific Grantor Trust Assets. The Class [__] Certificates shall represent undivided beneficial interests in
the portion of the Grantor Trust consisting of the Class [__] Specific Grantor Trust Assets. The Class [PEZ] Certificates shall
represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class [PEZ] Specific Grantor Trust
Assets. The [ARD CLASS] Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of the [ARD CLASS] Specific 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 Mortgaged Property
that secures the Mortgage Loan identified as Loan No. [_] on the Mortgage Loan Schedule (the “[SERVICED LOAN]”)
also secures [__] companion loans to the same Borrower, which are pari passu in right of payment to the [SERVICED LOAN]
(the “[SERVICED LOAN] Companion Loans”). The [SERVICED LOAN] Whole Loan is serviced pursuant to (i) this
Agreement and (ii) the related Intercreditor Agreement. The [SERVICED LOAN] Companion Loans and all amounts attributable thereto
will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholder.


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. [_] on the Mortgage Loan Schedule (the “AB Mortgage Loan”)
also secures [__] companion loans to the same Borrower, which is subordinate in right of payment to the [AB LOAN] (the “Trust
Subordinate Companion Loan” and, together with the AB Mortgage Loan, the “AB Whole Loan”). The [AB
LOAN] Whole Loan is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. [_] on the Mortgage Loan Schedule (the “[NON-SERVICED LOAN]
Mortgage Loan”) also secures two companion loans to the same Borrower, which are pari passu in right of payment
to the [NON-SERVICED LOAN] Mortgage Loan (the “[NON-SERVICED LOAN] Companion Loans”). The [NON-SERVICED LOAN]
Whole Loan is currently serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization
designated as the [NAME OF ISSUING ENTITY], and (ii) the related Intercreditor Agreement. On and after the [NON-SERVICED
LOAN] Pari Passu Note A-1 Securitization Date, the [NON-SERVICED LOAN] Whole Loan will be serviced pursuant to (i) the Other Pooling
and Servicing Agreement related to the Other Securitization in connection with the securitization of the [NON-SERVICED LOAN] Pari
Passu Note A-1, and (ii) the related Intercreditor Agreement. The [NON-SERVICED LOAN] Companion Loans and all amounts attributable
thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the respective Companion Loan
Noteholders.


The following table
sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular Certificates
and the Class [PEZ] Regular Interests (collectively, the “Corresponding Certificates”), and the corresponding
Lower-Tier Regular Interest(s) (the “Corresponding Lower-Tier Regular Interest”) and the Corresponding Components
of the Class X Certificates (the “Corresponding Components”) for each Class of Corresponding Certificates.







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        Corresponding

        Certificates
	
        Initial
        Certificate Balance or Notional Amount
	
        Corresponding
        Lower-Tier Regular Interests(1)
	
        Initial
        Lower-Tier Principal Balance
	
        Corresponding
        Class X Components(1)

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



		(1)	The Lower-Tier Regular Interest and the Component of the [INTEREST ONLY CLASSES] Certificates that
correspond to any particular Class of Regular Certificates or any Class [PEZ] Regular Interest also correspond to each other and,
accordingly, constitute the (i) Corresponding Lower-Tier Regular Interests and (ii) Corresponding Components, respectively,
with respect to each other. The Class X Component Notional Amount for such Corresponding Component of the [INTEREST ONLY CLASSES]
Certificates shall at all times equal the then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest.



		(2)	Notional Amount.



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



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



		(5)	The Class [__] Certificates represent a beneficial ownership interest in the Class [___]-Exchange
Percentage Interest of the Class [__] Regular Interest, the Class [___]-Exchange Percentage Interest of the Class [PEZ] Component
[___] and the Class [___]-Exchange Percentage Interest of the Class [__] Regular Interest.



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



		[(7)	The RR Interest Rate on any Distribution Date will be the weighted average Net Mortgage Rate for
such Distribution Date.



		(8)	The RR Interest will have an “Original RR Interest Balance” equal to the RRI
Percentage multiplied by the aggregate Stated Principal Balance of the Mortgage Loans.]







    	 	-3-	 



     


    

 


The [INTEREST ONLY
CLASSES], [ARD CLASS] and Class [R] Certificates do not have Certificate Balances. Additionally, the [ARD CLASS] and the Class [R]
Certificates do not have Notional Amounts. The Certificate Balance of any Class of Sequential Pay Certificates[, Loan Specific
Certificates] or Regular Interest outstanding at any time represents the maximum amount which holders thereof are entitled to receive
as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided
that if amounts previously allocated as Realized Losses or Loan Specific Realized Losses, to a Class of Certificates or Regular
Interest in reduction of the Certificate Balance thereof are subsequently recovered (including without limitation after the reduction
of the Certificate Balance of such Class to zero), such Class may receive distributions in respect of such recoveries in accordance
with the priorities set forth in Section 4.01 or Section 4.01A, as applicable, of this Agreement.


As of the Cut-off
Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $[___________]. As of the Cut-off Date,
the [AB WHOLE LOAN] Trust Subordinate Companion Loan has a Stated Principal Balance equal to approximately $[______].


In consideration of
the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer and the other parties hereto hereby 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.


“8-K Filing
Deadline”: As defined in Section 10.09 of this Agreement.


“10-K Filing
Deadline”: As defined in Section 10.07 of this Agreement.


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


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at [______],
under the “NRSRO” tab or other applicable tab of the respective transaction, access to which is limited to the Depositor
and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.


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


“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






    	 	-4-	 



     


    

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


“AB Modified
Loan” Any Corrected Mortgage Loan (1) that became a Corrected Mortgage Loan (which includes for purposes of this
definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto)
pursuant to the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note
structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the
new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as
to which an Appraisal Reduction Amount is not in effect.


“AB Mortgage
Loan”: As defined in the Preliminary Statement.


“AB Mortgage
Loan Component Rate”: A per annum rate equal to [_____]%.


“AB Mortgage
Loan Component Net Rate”: A per annum rate equal to the AB Mortgage Loan Component Rate minus the related Servicing
Fee Rate, Operating Advisor Fee Rate, CREFC® Intellectual Property Royalty License Fee Rate and Certificate Administrator/Trustee
Fee Rate.


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


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


“AB Whole
Loan”: As defined in the Preliminary Statement.


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage
casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with
the Servicing Standard and, unless a Control Termination Event






    	 	-5-	 



     


    

has occurred and is
continuing, with the consent of the Directing Certificateholder [and the Risk Retention Consultation Party], that either (i) such
insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against
by for properties similar to the Mortgaged Property and located in or around the geographic region in which such 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 that the Directing Certificateholder will not have 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 Directing Certificateholder, the Special Servicer will 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.


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


“Action Notice
Response”: As defined in Section 2.03(k)(i).


“Actual/360
Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month
(or other applicable accrual period) in a year assumed to consist of 360 days.


“Actual/360
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion Loan.


“Additional
Form 10-D Disclosure”: As defined in Section 10.06 of this Agreement.


“Additional
Form 10-K Disclosure”: As defined in Section 10.07 of this Agreement.


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage Loan
Seller Sub-Servicer), that services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not an
Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).


“Additional
Trust Fund Expense”: Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation
of a Realized Loss or Loan Specific Realized Loss, as applicable, that would result in the Holders of Regular Certificates receiving
less than the full amount of principal and/or the Interest Accrual Amount or Loan Specific Interest Accrual Amount, as applicable,
to which they are entitled on any Distribution Date.


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


 



    	 	-6-	 



     


    

“Advance
Interest Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances
for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which
such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest
previously paid on such Advance; provided that if, during any Collection Period in which an Advance was made, the related
Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default Rate, the Advance Interest
Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest on the related
Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second, from late payment
fees on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by the related Borrower, and
third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from
the amounts described in first or second, from other amounts on deposit in the Collection Account or the Serviced
Whole Loan Collection Account, as applicable.


“Adverse
REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any 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”).


“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 the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer 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,
any Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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, such Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trustee, as applicable, and (2) that the Depositor, the Master Servicer, such Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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, such Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable, on the other; (ii) such
policies and procedures restricting






    	 	-7-	 



     


    

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, such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer 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, such Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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.


“Affiliated
Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an
affiliate, as defined in Rule 405 of the Act, of such Person.


“Affirmative
Asset Review Vote”: As defined in Section 11.04(a).


“Agent Member”:
Members of, or Depository Participants in, the Depository.


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


“Allocated
Appraisal Reduction Amount”: means, for any Distribution Date and for any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, equal to the
Non-RRI Percentage of the related Appraisal Reduction Amount.


“Allocated
Loan Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan
allocated to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.


“A.M. Best”:
A.M. Best Company, or its successor in interest.


“Anticipated
Repayment Date”: With respect to any Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such 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
Law”: As defined in Section 8.02(f) of this Agreement.


“Applicable
Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.






    	 	-8-	 



     


    

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


“Appraisal”:
An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and
in the same area.


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any
Serviced Whole Loan as to which an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer (and, if
no Consultation Termination Event has occurred, in consultation with the Directing Certificateholder, and, if a [Control Termination
Event][Operating Advisor Consultation Event] has occurred and is continuing, in consultation with the Operating Advisor to the
extent set forth in Section 3.31(d) of this Agreement) as of the first Determination Date that is at least 10 Business Days
following the date the Special Servicer receives the required Appraisal or the Special Servicer’s Small Loan Appraisal Estimate
(and thereafter by the first Determination Date following any material change in the amounts set forth in the following equation)
equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan over (b) the
excess of (i) the sum of (A) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related
Mortgaged Properties securing such Mortgage Loan or Serviced Whole Loan as determined by Updated Appraisals obtained by the Special
Servicer (the costs of which shall be paid by the Master Servicer as a Servicing Advance) minus any downward adjustments the Special
Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review
of the Appraisal and any other information it may deem appropriate (or, in the case of such Mortgage Loans or Serviced Whole Loan
having a Stated Principal Balance under $[2,000,000], 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged
Properties (as described in Section 4.08)), plus (B) all escrows and reserves (other than escrows and reserves
for taxes and insurance), plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral
for the related Mortgage Loan or Serviced Whole Loan (whether paid or then payable by any insurance company or government authority),
over (ii) the sum as of the Due Date occurring in the month of the date of determination of (without duplication) (A) to
the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced
Whole Loan at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted
average of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans), (B) all unreimbursed Servicing
Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Reimbursement
Rate, in respect of such Mortgage Loan or Serviced Whole Loan, (C) any other unpaid Additional Trust Fund Expenses in respect
of such Mortgage Loan or Serviced Whole Loan (but subject to the provisions of Section 1.02(e)), (D) all currently
due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor)
that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and (E) all other amounts
due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan that, if not paid by the related Borrower, would result
in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums






    	 	-9-	 



     


    

and Yield Maintenance
Charges payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a default thereunder; provided,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained
an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the Appraisal
Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition
thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount
equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Whole Loan until such
time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount
is recalculated.


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or a Serviced Whole Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan or
Serviced Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan as to which an Appraisal Reduction Event
has occurred, such Mortgage Loan or Serviced Whole Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such
Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect
to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.


Each Serviced Whole
Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage
loans that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of a Serviced Whole Loan shall be allocated
first, to the related Serviced Subordinate Companion Loan, if any, in accordance with the terms of the related Intercreditor
Agreement, to notionally reduce the related outstanding principal balance to zero, and then, pro rata, to the related
Mortgage Loan and the related Serviced Pari Passu Companion Loan that is pari passu in right of payment with such Mortgage
Loan, if any; provided that with respect to the AB Whole Loan, any Appraisal Reduction Amount shall be deemed allocated (subject
to the terms of the related Intercreditor Agreement), first, to the Trust Subordinate Companion Loan (and correspondingly to the
[LOAN SPECIFIC CLASS] Certificates, up to the Certificate Balance of such Class), and then to the AB Mortgage Loan. Any Appraisal
Reduction Amount in respect of the AB Whole Loan allocated to the AB Mortgage Loan shall be deemed allocated to the Sequential
Pay Certificates in reverse sequential order.


For any Distribution
Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount calculated by the
applicable servicer in accordance with and pursuant to the terms of the related Other Pooling and Servicing Agreement.


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan,
the earliest of (i) the date on which such Mortgage Loan or Serviced Whole Loan becomes a Modified Mortgage Loan, (ii) the
90th day following the occurrence of any uncured Delinquency in Periodic Payments with respect to






    	 	-10-	 



     


    

such Mortgage Loan
or Serviced Whole Loan, (iii) receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which
a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced
Whole Loan or the 60th day after the related Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings
are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, (iv) the date on
which the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan becomes a Serviced REO Property and (v) with
respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided,
if (a) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the
Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only if no Consultation Termination Event has occurred)), (b) the related
Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has occurred with respect
to such Mortgage Loan or Serviced Whole Loan and (d) for so long as no Control Termination Event has occurred and is continuing,
the Directing Certificateholder consents, an Appraisal Reduction Event will not occur until 60 days beyond the related Maturity
Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further,
if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only for so long as no Consultation Termination Event has occurred), on or before
the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower
continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to such Mortgage
Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the
related Maturity Date (or extended maturity date) and (2) the termination of the refinancing commitment. The Special Servicer
shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially Serviced
Loan.


“Appraised-Out
Class”: As defined in Section 4.08(b) of this Agreement.


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


“[ARD CLASS]
Certificate”: Any one of the Certificates with a “[ARD CLASS]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of Exhibit A-23 to this Agreement. The [ARD CLASS] Certificates represent undivided beneficial interests in the [ARD CLASS]
Specific Grantor Trust Assets.


“[ARD CLASS]
Investment Representation Letter”: As defined in Section 5.02(i) of this Agreement.






    	 	-11-	 



     


    

“[ARD CLASS]
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Excess
Interest Distribution Account.


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


“ARD Loan”:
Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower has not prepaid
such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather than the Initial
Rate.


“Asset Representations
Reviewer”: [NAME OF ASSET REPRESENTATIONS REVIEWER], or its successor in interest, or any successor Asset Representations
Reviewer appointed as herein provided.


“Asset Representations
Reviewer Fee”: [With respect to each Delinquent Mortgage Loan, $[_____].]


“Asset Representations
Reviewer Surveillance Personnel”: The divisions and individuals of the Asset Representations Reviewer who are involved
in the performance of the duties of the Asset Representations Reviewer under this Agreement.


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


“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 II hereto.




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


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


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


“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 assumptions.


“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 Loans) (or a portion of any REO
Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period






    	 	-12-	 



     


    

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 in the aggregate constitutes at least [__]% of the aggregate outstanding principal balance of
all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust
as of the end of the applicable Collection Period.


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


“Asset Status
Report”: As defined in Section 3.23(e) of this Agreement.


“Assignment
of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or
similar agreement executed by the Borrower, 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.


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


“Assumed
Scheduled Payment”: For any Collection Period with respect to any Mortgage Loan (including the Non-Serviced Mortgage
Loan) or Subordinate Companion Loan, as the case may be, that is delinquent in respect of its Balloon Payment or any REO Loan (excluding,
for purposes of any P&I Advances, the portion allocable to any related Companion 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 Loan on the related Due Date based
on the constant Periodic Payment or the original amortization schedule of the Mortgage Loan or Subordinate Companion Loan, as the
case may be (as calculated with interest at the related Mortgage Rate) (if any), assuming such Balloon Payment had not become due,
after giving effect to any prior modification, a default or a bankruptcy modification (or similar proceeding), and (b) interest
on the Stated Principal Balance of the Mortgage Loan, Subordinate Companion Loan or REO Loan (excluding, for purposes of any P&I
Advances, the portion allocable to any related Companion Loan) at its Mortgage Rate (net of the applicable Servicing Fee Rate and
the Pari Passu Loan Primary Servicing Fee Rate).


“Assumption
Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in
connection with an assumption of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or related substitution
of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under
the provisions of this Agreement).






    	 	-13-	 



     


    

“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this
Agreement.


“Available
Funds”: With respect to any Distribution Date (not including any amounts allocable to the Trust Subordinate Companion
Loan pursuant to the terms of the related Intercreditor Agreement, which shall be included in the Loan Specific Available Funds),
an amount equal to the sum of (without duplication):


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


(i)
   
 all Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period (without regard to grace periods);


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


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


(iv)
   
with respect to each Actual/360 Loan and any Distribution Date in (1) each February and (2) any January occurring in
a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal
to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date
in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage Rate, less the Servicing
Fee, the Certificate Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee and
the Operating Advisor Fee, to the extent such amounts are to be deposited in the Interest Reserve






    	 	-14-	 



     


    


Account and held
for future distribution pursuant to Section 3.05(e) of this Agreement;


(v)
   Excess Interest;


(vi)
    
all Yield Maintenance Charges;


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


(viii)
   
[the Mortgage Loan Seller Strip;] and


(ix)
   
all Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this Agreement; and


(b)              
any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution
Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related
Certificate Administrator/Trustee Fee with respect to the Mortgage Loans for which such P&I Advances are made); and


(c)               
with respect to each Actual/360 Loan and for the Distribution Date occurring in each March (or February if the
final Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to
Section 3.05(e) of this Agreement.


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 or Serviced Whole Loan that requires a payment of principal on the maturity date in excess of
its constant Periodic Payment.


“Balloon
Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal
included in the applicable amortization schedule or scheduled Periodic Payment).


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan (or in the case of the AB Whole Loan, the AB
Mortgage Loan only) and any of the [INSERT CLASSES] Certificates and Class [PEZ] Regular Interests, a fraction (not greater than
one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class
of Certificates or Class [PEZ] Regular Interest, as applicable, exceeds (ii) the yield rate (as provided by the Master Servicer)
used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal Prepayment
and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan (in the case of
the AB Whole Loan, the AB Mortgage Loan Component Rate on the AB Mortgage Loan) exceeds (ii) the yield rate (as provided by
the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with






    	 	-15-	 



     


    



respect to such Principal
Prepayment; provided that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan (in the
case of the AB Whole Loan, the AB Mortgage Loan on the AB Mortgage Loan), then the Base Interest Fraction shall be zero; provided,
further, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan (in the case of the
AB Whole Loan, the AB Mortgage Loan Component Rate on the AB Mortgage Loan), but less than the Pass-Through Rate described in clause (a)(i)
above, then the Base Interest Fraction shall be one.


To the extent that
the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer is not provided
in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to the yield, on the
U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date, as applicable, for
the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon the issue
with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity
Date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date shall
be selected.


“Bid Allocation”:
With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(a)
of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such bid and the transfer of servicing),
multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor, as the
case may be, as of such date of determination, over (b) the aggregate of the Servicing Fee Amounts for the Master Servicer
and all Sub-Servicers therefor as of such date of determination.


“Book-Entry
Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.


“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note
or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an indemnity
deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.


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


“Borrower
Party”: A borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder, or a Borrower Party Affiliate.


“Borrower
Party Affiliate”: With respect to a borrower, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a)
any other Person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine Holder,
as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower,
manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether






    	 	-16-	 



     


    



through the ownership
of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


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


“Business
Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal
cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee
or the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which
the Federal Reserve Bank of New York or banking institutions or savings associations in New York, New York, [PRIMARY PLACES OF
BUSINESS OF THE MASTER SERVICER, SPECIAL SERVICER, OPERATING ADVISOR, ASSET REPRESENTATIONS REVIEWER, TRUSTEE OR CERTIFICATE ADMINISTRATOR],
or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations are authorized
or obligated by law or executive order to be closed.


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


“Cash Collateral
Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account or accounts
created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the
Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor
to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by
the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the
related Loan Documents and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or
gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be permitted
to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole Loan Collection Account,
as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall
be an Eligible Account.


“Cash Collateral
Account Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the cash collateral account agreement,
if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account, if any,
may have been established.






    	 	-17-	 



     


    





“CCRE Lending”:
Cantor Commercial Real Estate Lending, in its capacity as a Mortgage Loan Seller, and its successors in interest.


“CCRE Lending
Indemnification Agreement”: The agreement dated as of the Pricing Date, between CCRE Lending, the Depositor, the Underwriters
and the Initial Purchasers.


“CCRE Lending
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CCRE Lending Purchase Agreement.


“CCRE Lending
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, between CCRE Lending
and the Depositor.


“Certificate”:
Any [IDENTIFY CLASSES] Certificate issued, authenticated and delivered hereunder.


“Certificate
Administrator”: [NAME OF CERTIFICATE ADMINISTRATOR], a national banking association, in its capacity as Certificate Administrator,
or its successor in interest, or any successor Certificate Administrator appointed as herein provided.


“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/Trustee Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Certificate Administrator/Trustee
Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of
doubt, the Certificate Administrator/Trustee Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to [__]% per annum.


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at [WEBSITE].


[“Certificate
Available Funds” shall mean, as to any Distribution Date, an amount equal to the sum of (i) the Non-RRI Percentage
of the Available Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount withdrawn from the Gain-on-Sale
Reserve Account for distribution on such Distribution Date pursuant to Section 4.01(f)(i).


“Certificate
Balance”: With respect to any Class of Certificates (other than the [INTEREST-ONLY CLASSES], [ARD CLASS] and Class [R]
Certificates) or any Class [PEZ] Regular Interest (a) on or prior to the first Distribution Date, an amount equal to the aggregate
initial Certificate Balance of such Class or Class [PEZ] Regular Interest, as specified in the






    	 	-18-	 



     


    



Preliminary Statement
to this Agreement, (b) as of any date of determination after the first Distribution Date, the Certificate Balance of such
Class of Certificates or Class [PEZ] Regular Interest on the Distribution Date immediately prior to such date of determination
less any distributions allocable to principal and any allocations of Realized Losses or Loan Specific Realized Losses, as applicable,
made thereon on such prior Distribution Date. The aggregate Certificate Balance of the Class [__] Certificates and the Class [PEZ]
Component [___] will at all times equal the Certificate Balance of the Class [__] Regular Interest. The aggregate Certificate Balance
of the Class [__] Certificates and the Class [PEZ] Component [___] will at all times equal the Certificate Balance of the Class
[__] Regular Interest. The Certificate Balance of the Class [__] Certificates will equal the aggregate balance of the Class [__]
Components. The aggregate Certificate Balance of the Class [__] Certificates and the Class [PEZ] Component [___] will at all times
equal the Certificate Balance of the Class [__] Regular Interest.


“Certificate
Custodian”: Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the Depository
and selected by the Certificate Administrator.


“Certificate
Excess Prepayment Interest Shortfall”: For any Distribution Date, the Non-RRI Percentage of the Excess Prepayment Interest
Shortfall for such Distribution Date.


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


[“Certificate
Principal Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount
equal to the Non-RRI Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.]


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02 of this Agreement.


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register (or any beneficial
owner thereof); provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, the Mortgage Loan Seller, a manager of a Mortgaged Property, a Mortgagor, a Borrower Party or any Affiliate of any
of such Persons shall be deemed not to be outstanding, (provided that notwithstanding the foregoing, any Controlling Class
certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling
Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any
Controlling Class certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be






    	 	-19-	 



     


    



outstanding as to
the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan) and the Voting Rights
to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary
to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the
foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of
doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, the Mortgage Loan Seller or any
Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation
or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with
respect to a 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 shall
be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such
party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that such
restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or the 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.
The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer,
the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 3.22(e) of this Agreement, the holders of Sequential Pay Certificates evidencing at least 75% of the aggregate
Voting Rights (other than with respect to the termination of the Asset Representations Reviewer, taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.07(i)
of this Agreement) of all Sequential Pay Certificates and the Class [PEZ] Certificates on an aggregate basis.


“Certification
Parties”: As defined in Section 10.08 of this Agreement.


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


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


“Certifying
Servicer”: As defined in Section 10.11 of this Agreement.






    	 	-20-	 



     


    





“Class”:
All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation, each separately designated
the Loan Specific REMIC Regular Interest, the Lower-Tier Regular Interest and each Class [PEZ] Regular Interest.


“Class [A-1]
Certificate”: Any one of the Certificates with a “Class [A-1]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [A-1]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [A-2]
Certificate”: Any one of the Certificates with a “Class [A-2]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [A-2]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [A-3]
Certificate”: Any one of the Certificates with a “Class [A-3]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [A-3]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [A-4]
Certificate”: Any one of the Certificates with a “Class [A-4]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [A-4]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [A-M]
Certificate”: Any one of the Certificates with a “Class [A-M]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class [A-M] Certificates
represent undivided beneficial interests in the Class [A-M] Specific Grantor Trust Assets.


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






    	 	-21-	 



     


    





“Class [A-M]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


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


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


“Class [A-M]
Regular Interest”: The uncertificated interest corresponding to the Class [A-M] Certificates and the Class PEZ Certificates
(to the extent of the Class [A-M]-Exchange Percentage Interest of the Class [A-M] 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-M]
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-M] Regular Interest with respect to such Distribution Date.


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


“Class [A-M]
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-M] Regular Interest on
such Distribution Date.


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


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


“Class [A-SB]
Certificate”: Any one of the Certificates with a “Class [A-SB]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [A-SB]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].






    	 	-22-	 



     


    





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


“Class [B]
Certificate”: Any one of the Certificates with a “Class [B]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. 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 [__]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC Rate].


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


“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 [PEZ] Certificates
(to the extent of the Class [B]-Exchange 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”: A per annum rate equal to 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 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)






    	 	-23-	 



     


    



amounts held from
time to time in the Class [PEZ] Distribution Account that represent distributions of the Class [B] Percentage Interest in the Class
[B] Regular Interest.


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


“Class [C]
Certificate”: Any one of the Certificates with a “Class [C]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. 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”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


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


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


“Class [C]
Regular Interest 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”: A per annum rate equal to 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.






    	 	-24-	 



     


    





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


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


“Class [D]
Certificate”: Any one of the Certificates with a “Class [D]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [D]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [E]
Certificate”: Any one of the Certificates with a “Class [E]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [E]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [PEZ]
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b), which shall be entitled “[NAME OF CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., [NAME OF ISSUING ENTITY]
Commercial Mortgage Pass-Through Certificates, Class [PEZ] Distribution Account” and which must be an Eligible Account or
a sub-account of an Eligible Account. The Class [PEZ] Distribution Account shall not be an asset of any Trust REMIC formed hereunder,
but rather shall be an asset of the Grantor Trust.


“Class [PEZ]
Regular Interest”: Any of the Class [___] Regular Interest, the Class [___] Regular Interest or the Class [___] Regular
Interest.


“Class [F]
Certificate”: Any one of the Certificates with a “Class [F]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [F]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [G]
Certificate”: Any one of the Certificates with a “Class [G]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or






    	 	-25-	 



     


    



the Authenticating
Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of
Exhibits of this Agreement.


“Class [G]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class [H]
Certificate”: Any one of the Certificates with a “Class [H]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“Class [H]
Pass-Through Rate”: A per annum rate equal to [[___]%][the lesser of (i) the WAC Rate and (ii) [___]%][the WAC
Rate].


“Class Interest
Shortfall”: On any Distribution Date for any Class of Regular Certificates or any Class [PEZ] Regular Interest, the amount
of interest required to be distributed to the Holders of such Class pursuant to Section 4.01(b) (with respect to the
[LOAN SPECIFIC CLASS] Certificates) of this Agreement on such Distribution Date minus the amount of interest actually distributed
to such Holders pursuant to such Section, if any.


“Class L[A-1]
Interest,” “Class L[A-2] Interest,” “Class L[A-SB] Interest,” “Class L[A-3]
Interest,” “Class L[A-4] Interest,” “Class L[A-M] Interest,” “Class
L[B] Interest,” “Class L[C] Interest,” “Class L[D] Interest,” “Class
L[E] Interest,” “Class L[F] Interest,” “Class L[G] Interest,” “Class L[H]
Interest” and “Class L[LOAN SPECIFIC CLASS] Interest”: Each, a regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.


“Class LTR
Interest”: The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented by the
Class R Certificates.


“Class [PEZ]
Certificate”: Any one of the Certificates with a “Class [PEZ]” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class [PEZ] Certificates
represent undivided beneficial interests in the Class [PEZ] Specific Grantor Trust Assets.


“Class [PEZ]
Component”: Any of the Class [___] Trust Component, Class [___] Trust Component or Class [___] Trust Component.


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






    	 	-26-	 



     


    





“Class [PEZ]
Percentage Interest”: Any of the Class [__]-[PEZ] Percentage Interest, the Class [__]-Exchange Percentage Interest or
the Class [__]-Exchange Percentage Interest.


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


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


“Class [___]
Trust Component”: The portion of the Class [___] Regular Interest equal to the Class [___] Percentage Interest of the
Class [___] Regular Interest.


“Class [___]
Trust Component Principal Amount”: The product of the Class [___]-Exchange Percentage Interest and the Certificate
Balance of the Class [___] Regular Interest.


“Class [___]
Trust Component”: The portion of the Class [___] Regular Interest equal to the Class [___] Percentage Interest of the
Class [___] Regular Interest.


“Class [___]
Trust Component Principal Amount”: The product of the Class [___]-Exchange Percentage Interest and the Certificate
Balance of the Class [___] Regular Interest.


“Class [___]
Trust Component”: The portion of the Class [___] Regular Interest equal to the Class [___] Percentage Interest of the
Class [___] Regular Interest.


“Class [___]
Trust Component Principal Amount”: The product of the Class [___]-Exchange Percentage Interest and the Certificate
Balance of the Class [___] Regular Interest.


“Class [R]
Certificate”: Any one of the Certificates with a “Class [R]” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class [R] Certificates
have no Pass-Through Rate, Certificate Balance or Notional Amount.


“Class UTR
Interest”: The sole class of “residual interest” in the Upper-Tier REMIC, which will be represented by the
Class [R] Certificate.


“Class X
Certificates”: The [INTEREST ONLY CLASSES], collectively.






    	 	-27-	 



     


    





“Class X
Component”: Each of the Class [__] Components, Class [__] Components, Class [__] Components, Class [__]
Components, Class [__] Components, Class [__] Components and Class [__] Components.


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


“Class X
Notional Amount”: The Class [__] Notional Amount, the Class [__] Notional Amount, the Class [__] Notional Amount,
Class [__] Notional Amount, the Class [__] Notional Amount, the Class [__] Notional Amount or the Class [__] Notional
Amount, as applicable and as the context may require.


“Class UTR
Interest”: The sole class of “residual interest” in the Upper-Tier REMIC, which will be represented by the
Class R Certificate.


“Class [__]
Certificate”: Any one of the Certificates with a “Class [__]” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular
interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class [__]
Components”: Each of Component X[__] and Component X[__].


“Class [__]
Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the
Class [__] Components.


“Class [__]
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the [INTEREST ONLY CLASS] Strip Rates
for the respective Class [__] Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class [__] Pass-Through Rate
for the initial Distribution Date is [___]% per annum.


“Clearstream”:
Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.


“Closing
Date”: [________], 20[__].


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


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value
for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in
such appraised value and to the extent






    	 	-28-	 



     


    



on deposit with, or
otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed
by the related Borrower Party at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified
Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of a Non-Serviced
Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information
is received by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately
preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate
Administrator, the Operating Advisor and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
calculation or determination of any Collateral Deficiency Amount.


“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which shall be entitled “[NAME OF MASTER SERVICER], as Master Servicer, on behalf of [NAME OF TRUSTEE],
as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Collection Account” and which must be an Eligible Account.


“Collection
Period”: With respect to any Distribution Date and each Mortgage Loan (including any Companion Loan), the period that
begins on the day immediately following the Due Date for such Mortgage Loan (including any 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 (including
any Companion Loan) had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan (including
any related 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 (or applicable grace period) is not a business day, any Periodic Payments received
with respect to Mortgage Loans (including any Companion Loan) relating to such Collection Period on the business day immediately
following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period.


“Commission”:
The Securities and Exchange Commission.


“Companion
Loan”: A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.


“Companion
Loan Noteholder”: A holder of a Companion Loan.


“Compensating
Interest Payment”: As defined in Section 3.17(c) of this Agreement.


“Component X[___]”:
One of the components of the Class [___] Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class L[___] Interest as of any date of determination.


“Condemnation
Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation






    	 	-29-	 



     


    



thereof with respect
to a Mortgaged Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other
than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or released to the related Borrower
in accordance with the terms of the REMIC Provisions and the applicable Loan Documents for the related Mortgage Loan or Serviced
Whole Loan) or, if applicable, with respect to the Mortgaged Property securing a Serviced Whole Loan, any portion of such amounts
payable to the holders of the applicable Mortgage Loan. With respect to the Mortgaged Property securing any Non-Serviced Mortgage
Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage
Loan shall be included in Condemnation Proceeds.


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer, 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 Whole Loan), any Borrower 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 applicable Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, 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, applicable Special Servicer
Servicing Personnel, the Operating Advisor Surveillance Personnel, the Asset Representations Reviewer Surveillance Personnel, the
Certificate Administrator Personnel or the Trustee Personnel.


“Consultation
Termination Event”: Shall occur under the following circumstances:


(a)               
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan and the AB Whole Loan), any Serviced Whole Loan
at any date on which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance that is at least equal
to 25% of the initial Certificate Balance of that Class or (ii) such Consultation Termination Event is deemed to occur as described
in Section 3.29(h); and


(b)              
with respect to the AB Whole Loan, when (i) a Loan Specific Control Appraisal Event exists and (ii)(A) no Class of Control
Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the initial Certificate
Balance of such Class or (B) such Consultation Termination Event is deemed to occur pursuant to Section 3.29(a) of this
Agreement.


“Control
Eligible Certificates”: Any of the Class [___] and Class [__] Certificates.


“Control
Termination Event”: Shall occur under the following circumstances:


(a)               
 with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan and the AB Whole Loan), any Serviced Whole Loan,
at any date on which (i) no






    	 	-30-	 



     


    



Class of Control
Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable
to such Class) that is at least equal to 25% of the initial Certificate Balance of that Class or (ii) such Control Termination
Event is deemed to occur as described in Section 4.08(a); and


(b)              
with respect to the AB Whole Loan, when (i) a Loan Specific Control Appraisal Event exists and (ii)(A) no Class of Control
Eligible Certificates exists where such Class’s aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction
Amounts allocable to such Class in accordance with Section 4.08(a) of this Agreement) is at least equal to 25% of the initial
Certificate Balance of such Class or (B) such Control Termination Event is deemed to occur pursuant to Section 3.29(a) of
this Agreement.


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class
in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that
Class or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of Control Eligible
Certificates; provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally
reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such classes,
have been reduced to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal
balance greater than zero. The Controlling Class as of the Closing Date will be the Class [H] Certificates.


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


“Controlling
Class Representative”: The Controlling Class Certificateholder (or a representative thereof) selected by more than
50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time
to time; [provided, that (i) absent such selection, or (ii) until a Controlling Class Representative is so selected
or (iii) upon receipt of a written notice from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the Controlling Class shall be the Controlling Class Representative; provided,
however, that, in the case of this clause (iii), in the event that no one Certificateholder owns the largest aggregate
Certificate Balance of the Controlling Class, then there will be no Controlling Class Representative until appointed in accordance
with the terms of this Agreement.]


The initial Controlling
Class Representative on the Closing Date shall be [NAME OF INITIAL CONTROLLING CLASS REPRESENTATIVE] 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 [NAME OF INITIAL
CONTROLLING CLASS REPRESENTATIVE], or any successor Controlling Class Representative selected thereby and notified to the Certificate
Registrar thereof in writing, is the Controlling Class Representative appointed by the Holder (or Certificate Owner) of each Class
of Control Eligible Certificates,






    	 	-31-	 



     


    



until the Certificate
Registrar receives (a) written notice of a replacement Controlling Class Representative from a majority of the Controlling Class Certificateholders
by Certificate Balance or (b) written notice that the Holder (or Certificate Owner) of a majority of the applicable Class of Control
Eligible Certificates is no longer the Holder (or Certificate Owner) of a majority of the applicable Class of Control Eligible
Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). In the event of
clause (b) above, if no successor Controlling Class Representative is then identified to the Certificate Registrar and the other
parties hereto, then there will be deemed to be no Controlling Class Representative for purposes of this Agreement until such time
as the Certificate Registrar and the other parties to this Agreement receive notice of a successor Controlling Class Representative.


“Corporate
Trust Office”: The offices of: the Trustee located at [ADDRESS OF TRUSTEE] and to the Certificate Administrator, located
at [ADDRESS OF CERTIFICATE ADMINISTRATOR], or, in the case of any surrender, transfer or exchange at [OTHER ADDRESS OF CERTIFICATE
ADMINISTRATOR], or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this
Agreement.


“Corrected
Mortgage Loan”: As defined under the definition of Specially Serviced Loan.


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


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


“Corresponding
Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Certificates
or Corresponding Class X Component.


“Credit Risk
Retention Compliance Agreement”: As defined in Section 3.33(a).


“CREFC®”:
Commercial Real Estate 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 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 Trustee, the Special






    	 	-32-	 



     


    



Servicer and, if no
Control Termination Event has occurred and is continuing, the Directing Certificateholder.


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


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


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


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole 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. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial
statements for the fiscal quarter ending [_______], 20[__], and (b) annual financial statements beginning with annual financial
statements for the 20[__] fiscal year.


“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 Serviced Whole 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. The initial data for this report shall be provided by each Mortgage Loan Seller.






    	 	-33-	 



     


    

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


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


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification
and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein
for the Mortgage Loans or Serviced Whole 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 (other than the portion of an
REO loan related to any Serviced Companion Loan) and Subordinate Companion Loan and for any related Interest Accrual Period, the
amount of interest accrued during such Interest Accrual Period at the CREFC® Intellectual Property Royalty License
Fee Rate on the same principal balance, in the same manner, and for the same number of days as any related interest payment with
regards to the Mortgage Loan or Subordinate Companion Loan during which such Interest Accrual Period is computed. Any payments
of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council” and
delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by
CREFC® to the Master Servicer in writing at least two Business Days prior to the Master Servicer Remittance Date)


Account Name: Commercial
Real Estate Finance Council (CREFC®)


Bank Name: JPM Morgan Chase
Bank, National Association


Bank Address: 80 Broadway,
New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


“CREFC®
Intellectual Property Royalty License Fee Rate”: 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 and effective from time
to time on the CREFC® Website.


“CREFC®
Investor Reporting Package (CREFC® IRP)”:


(a)               
The following eight electronic files: (i) CREFC® Loan Setup File, (ii) CREFC®
Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level
File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File, (vii) CREFC®
Special Servicer Loan File and (viii) CREFC® Schedule AL File;






    	 	-34-	 



     


    





(b)              
The following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC®
Historical Loan Modification 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 Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC®
NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;


(c)               
the following eight templates: (i) CREFC® Appraisal Reduction Amount Template (if any Appraisal
Reduction Amount has been calculated), (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 Trustee Template and (viii) CREFC®
Significant Insurance Event Template; and


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


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


“CREFC®
Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC®
Website.


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective
from time to time on the CREFC® Website and, provided that each CREFC® Loan
Periodic Update File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required
for a particular month, and all references herein to “CREFC® Loan Periodic Update File” shall
be construed accordingly.


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable
form of the “CREFC® Loan Setup File” available and effective from time to time on the CREFC®
Website.


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC®
Website.


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on
the CREFC® Website.






    	 	-35-	 



     


    





“CREFC®
Property File”: The monthly data file substantially in the form of, and containing the information called for, in the
downloadable form of the “CREFC® Property File” available and effective from time to time on
the CREFC® Website.


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


“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “REO Status Report” available and effective from time to time on the CREFC®
Website.


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


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


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


“CREFC®
Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the
CREFC® Website.


“CREFC®
Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC®
Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial
Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level
Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.


“CREFC®
Total Loan Report”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC®
Website.


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






    	 	-36-	 



     


    





“Cross-Over
Date”: The Distribution Date, if any, on which the Certificate Balance of each Class of Sequential Pay Certificates (excluding
each Class of Exchangeable Certificates and the Class [__] Certificates) and of each Class [PEZ] Regular Interest is (or will be)
reduced to zero.


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


“Custodial
Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended
or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is
the same party as the Certificate Administrator.


“Custodian”:
Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian
shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master
Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer.


“Cut-off
Date”: With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in [________] 20[__]
and the date of origination of such Mortgage Loan.


“DBRS”:
DBRS, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence, “DBRS”
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 other parties hereto, and specific ratings of DBRS herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and for any
period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property
or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is
available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available),
before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding
of required reserves and “normalized” information from the CREFC® NOI Adjustment Worksheet for
such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this
Agreement, by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated
by multiplying the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12
(or such fewer number of months for which related information is available).






    	 	-37-	 



     


    





“Default”:
An event of default under the Loan Documents for any Mortgage Loan or Whole Loan, or an event which, with the passage of time or
the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan or Whole Loan.


“Default
Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage Loan or Serviced
Companion Loan (other than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related Mortgage
Rate.


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


“Defaulted
Mortgage Loan”: A Mortgage Loan or Serviced Companion Loan (i) that is delinquent at least 60 days in respect of
its Periodic Payments or delinquent in respect of its Balloon Payment, if any, in either case such Delinquency to be determined
without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration of payments
under the related Mortgage Loan or Serviced Companion Loan or (ii) as to which the Master Servicer or Special Servicer has,
by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.


“Defeasance
Account”: As defined in Section 3.26(j) of this Agreement.


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


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than 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 information
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 the rules and regulations promulgated thereunder.


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


“Delinquency”:
Any failure of a Borrower to make a scheduled Periodic Payment or Balloon Payment on a Due Date.


[“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.]


“Denomination”:
As defined in Section 5.01(a) of this Agreement.






    	 	-38-	 



     


    





“Depositor”:
CCRE Commercial Mortgage Securities, L.P., a Delaware limited partnership, and its successors and assigns.


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


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


“Determination
Date”: With respect to any Distribution Date, the [___] day of the calendar month of the related Distribution Date or,
if such [___] day is not a Business Day, then the next Business Day, commencing in [________] 20[__].


“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 Whole Loans that were delivered by the applicable Mortgage Loan Seller in connection with the transfer of the applicable
Mortgage Loan to the Trust, including but not limited to appraisals, environmental reports, engineering reports, legal opinions,
the applicable Mortgage Loan Seller’s asset summary, copies of all property insurance policies for 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
Certificateholder” or “Directing Holder”:  (A) With respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan or the AB Mortgage Loan) or Serviced Whole Loan (other than the AB Whole Loan), the Controlling
Class Representative and (B) with respect to the AB Whole Loan, the related Loan Specific Directing Certificateholder.


At such time as there
is no Controlling Class in accordance with the definition thereof (and, in the case of the AB Mortgage Loan, a Loan Specific Control
Appraisal Event exists), the Directing Certificateholder shall have no rights under this Agreement.


The identification
and contact information of each initial Directing Certificateholder as of the Closing Date is set forth on Schedule I
to this Agreement. The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.


For the avoidance
of doubt, notwithstanding anything to the contrary contained in this Agreement, Control Termination Event and Consultation Termination
Event shall not affect the rights of a Non-Directing Certificateholder. Whenever the term “Directing Certificateholder”
is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing
Certificateholder under the circumstances.






    	 	-39-	 



     


    





“Directly
Operate”: With respect to any Serviced 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 Serviced REO Property, the holding of such Serviced
REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property
in a trade or business conducted by the Trust Fund, or the performance of any construction work on the Serviced REO Property other
than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered
to Directly Operate a Serviced REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such Serviced REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan
or Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage
fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor
in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and any purchaser of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or Serviced REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan, if applicable, the
management or disposition of any Serviced REO Property, and the performance by the Special Servicer or any such Affiliate of any
other special servicing duties under this Agreement; provided that any compensation and other remuneration that the Master
Servicer or Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement in connection with
its respective duties in such capacity as Master Servicer or Certificate Administrator under this Agreement shall not be Disclosable
Special Servicer Fees.


“Disclosure
Parties”: As defined in Section 3.14(e) of this Agreement.


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


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


“Disqualified
Non-U.S. Person”: With respect to a Class [R] Certificate, any Non-U.S. Person or agent thereof other than (a) a
Non-U.S. 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 applicable successor Form
promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date)
or (b) a Non-U.S. 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.






    	 	-40-	 



     


    





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


“Distribution
Accounts”: Collectively, the Upper-Tier Distribution Account, the Loan Specific REMIC Distribution Account, the Lower-Tier
Distribution Account, the Class [PEZ] Distribution Account and the Excess Interest Distribution Account, each of which may be sub-accounts
of a single Eligible Account.


“Distribution
Date”: For each Determination Date, the [___] Business Day following such Determination Date in each calendar month,
commencing in [________] 20[__]. The first Distribution Date shall be [________], 20[__].


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


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the
Certificate Administrator, Trustee or Operating Advisor, the Asset Representations Reviewer, which lists certain parties identified
by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article X
of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements
under any other securitization transaction.


“Due Date”:
With respect to (i) any Mortgage Loan or Serviced Whole Loan on or prior to its Maturity Date, the day of the month set forth
in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due and (ii) any Mortgage Loan
or Serviced Whole Loan after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Serviced Whole Loan 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 remaining in the Trust
is less than [1.0]% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date.






    	 	-41-	 



     


    





“EDGAR Compatible
Format”: Any format compatible with EDGAR, including, without limitation, HTML, word, excel or clean and searchable PDF.


“Eligible
Account”: Any of:


(i)               
[an account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations
or commercial paper of which are rated at least “[___]” by [___], “[___]” by [___] (or, if not rated by
[___], an equivalent (or higher) rating by any two other NRSROs (which may include [___], [___] and/or [___])) and the equivalent
by [___] (if then rated by [___]), in the case of accounts in which funds are held for 30 days or less or, (B) in the case of accounts
in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “[___]”
by [___],“[___]” by [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which
may include [___], [___] and/or [___])) and the equivalent by [___] (if then rated by [___]),


(ii)               
an account or accounts maintained with [______], so long as it meets the eligibility standards of the Certificate Administrator
set forth in this Agreement,


(iii)               
an account or accounts maintained with [_____], so long as such depository’s long-term unsecured debt rating is at
least “[___]” by [___], “[___]” by [___] (or, if not rated by [___], an equivalent (or higher) rating by
any two other NRSROs (which may include [___], [___] and/or [___])) and the equivalent by [___] (if then rated by [___]) (if the
deposits are to be held in the account for more than 30 days) or such depository’s short-term deposit or short-term unsecured
debt rating shall be at least “[___]” by [___], “[___]” by [___] (or, if not rated by [___], an equivalent
(or higher) rating by any two other NRSROs (which may include [___], [___] and/or [___])) and the equivalent by [___] (if then
rated by [___]) (if the deposits are to be held in the account for 30 days or less),


(iv)               
a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at least
$50,000,000 and is subject to supervision and examination by federal or state authority and to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations
of which are rated at least “[___]” by [___],


(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






    	 	-42-	 



     


    



(vi)               
any other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as
applicable, receives a Rating Agency Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate
Administrator, the Trustee, the Master Servicer or the Special Servicer.]


Eligible Accounts
may bear interest.


“Eligible
Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account
of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A
or (ii) (except with respect to the Class [R] Certificates) an Institutional Accredited Investor.


“Eligible
Asset Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of [Moody’s, Fitch, KBRA, DBRS, S&P, Morningstar] and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which [RATING AGENCIES] has qualified, downgraded
or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant
concerns with the special servicer, operating advisor or asset representations reviewer as the sole or material factor in such
rating action, (b) can and will make the representations and warranties set forth in Section 2.04(g), (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 Certificateholder 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 Certificateholder
of 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 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 [11.08].


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been special servicer or operating advisor on a transaction for which any Rating Agency 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 the sole or a material factor in such rating action; (b) that can and will make the representations and
warranties of the Operating Advisor set forth in Section 2.04(f) of this Agreement, including to the effect that it
possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of
the Trust; (c) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Sponsor, any Borrower Party, the Third Party Purchaser, the Controlling Class Representative,
the Directing Certificateholder, [the Risk Retention Consultation Party,] a depositor, a trustee, a certificate administrator,
a master servicer or a special servicer with respect






    	 	-43-	 



     


    



to the securitization
of a Companion Loan, or any of their respective Risk Retention Affiliates; (d) that has not been paid by the Special Servicer or
successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (e)  that
(x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities
matters and have at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five
(5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial
real estate assets and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative
exposure in any interest in any Certificates, any Mortgage Loan or otherwise have any financial interest in the securitization
transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer
(to the extent it also acts as the Asset Representations Reviewer).


“Enforcing
Party”: The person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the Trust
against the related Mortgage Loan Seller with respect to a Repurchase Request.


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Controlling Class Representative or a
Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person
other than the Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder, (A) prior
to a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Master Servicer, and (B) from and after a Resolution
Failure relating to such Non-Specially Serviced Mortgage Loan, the Special Servicer.


“Environmental
Insurance Policy”: With respect to any Mortgaged Property or Serviced REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or
Serviced REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.


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


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


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related Cash Collateral
Account.


“Escrow Payment”:
Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Collateral Account Agreement, Lock-Box
Agreement, Loan Agreement or other Loan Document for the account of such Borrower for application toward the payment of taxes,
insurance premiums, assessments, environmental remediation and






    	 	-44-	 



     


    



similar items in respect
of the related Mortgaged Property or related to the satisfaction of closing conditions for the related Mortgage Loan.


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


“Excess Interest”:
With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued at
the Revised Rate in respect of such Mortgage Loan in excess of the interest accrued at the Initial Rate, plus any related
interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.


“Excess Interest
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(l), which shall be entitled “[NAME OF CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, for the benefit of the holders of [NAME OF ISSUING ENTITY] – Excess Interest Distribution Account,”
and which must be an Eligible Account or a sub-account of an Eligible Account. The Excess Interest Distribution Account shall not
be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


“Excess 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 and Companion Loans during the
related prepayment period exceed the Compensating Interest Payment.
[The Excess Prepayment Interest Shortfall for each Mortgage Loan that is part of the Mortgage Loan Seller Strip Pool, if any, for
each Distribution Date, shall be allocated to the related Mortgage Loan Seller Strip, on the one hand, and to Available Funds (for
distribution to the Classes of Certificates (other than the [ARD CLASS], [LOAN SPECIFIC CLASS] and Class [R] Certificates)), on
the other hand, pro rata, based upon the amount of interest accrued on such Mortgage Loan Seller Strip, on the one hand,
and on the related Mortgage Loan, net of the Mortgage Loan Seller Strip, on the other hand].


“Excess Rate”:
With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, 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 and any Serviced Companion Loan (and any successor REO Loan with respect thereto),
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 and any Serviced Companion Loan (and any successor REO Loan with respect
thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers identified
on Exhibit X to this Agreement) minus [____]%; provided that such rate shall be subject to reduction pursuant to
Section 7.01(f) of this Agreement.


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect
thereto), the right to






    	 	-45-	 



     


    



receive Excess Servicing
Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing
Fee Right.


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


“Exchange
Date”: As defined in Section 5.08(h) of this Agreement.


“Exchangeable
Proportion”: Class [__], Class [__] and Class [__] Certificates that evidence equal Tranche Percentage Interests in the
related Class [PEZ] Regular Interests.


“Exchangeable
Certificate”: Any of the [EXCHANGEABLE CLASSES] Certificates.


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or applicable Excluded Loan, the Controlling
Class Representative or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded
Controlling Class Loan and/or applicable Excluded Loan. Immediately upon obtaining actual knowledge of the Controlling Class Representative
or any Controlling Class Certificateholder, becoming an “Excluded Controlling Class Holder”, such Controlling Class
Representative or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit L-1E hereto
to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice
shall be physically delivered in accordance with Section 12.05 of this Agreement and shall specifically identify the
Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling
Class Loan or (B) both an applicable Excluded Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling
Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit L-1F hereto,
which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice
shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling
Class Holders related to the Trust.


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


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or
summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 12.05, and
any Officer’s Certificates delivered by the Master Servicer or the Special Servicer, supporting any determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the






    	 	-46-	 



     


    



Operating Advisor,
as applicable, other than such information with respect to such Excluded Controlling Class Loan(s) that is aggregated with
information of other Mortgage Loans at a pool level and other than CREFC® reports (other than the CREFC® Special
Servicer Loan File for the related Excluded Controlling Class Loan). For the avoidance of doubt, any file or report contained in
the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall
deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 3.34(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.34(a) hereof.


“Excluded
Loan”: With respect to (a) the Directing Holder or the Holder of the majority of the Controlling Class, any Mortgage
Loan or Whole Loan if, as of any date of determination, the Controlling Class Representative or the Holder of the majority of the
Controlling Class (by Certificate Balance) is a Borrower Party, or (b) the Risk Retention Consultation Party, any Mortgage
Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party or the RR Interest Owner is a Borrower
Party. For the avoidance of doubt, any applicable Excluded Loan is also an Excluded Controlling Class Loan. [As of the Closing
Date, there are no Excluded Loans related to the Trust.]


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


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant
to Section 12.05, and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer
Information”.


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






    	 	-47-	 



     


    





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


“FHLMC”:
The Federal Home Loan Mortgage Corporation, or any successor thereto.


“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 Directing Certificateholder, which shall not include any
communication (other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder with
respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status
Report unless, if no Control Termination Event has occurred and is continuing, the Directing Certificateholder 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 in respect of such action, or has been deemed to have approved or consented to such action
or 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(k)(iii).


“Final Recovery
Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject to repurchase
by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Whole Loan,
subject to a purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Whole Loan subject to purchase
pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related
Purchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property) which the Master
Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable judgment,
and, if no Consultation Termination Event has occurred, in consultation with the Directing Certificateholder, as evidenced by a
certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable.
If no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have ten (10) Business Days
to review and approve each such recovery determination; provided that if the Directing Certificateholder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent
shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination
until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor
servicer and (ii) five years following the termination of the Trust Fund.


“Financial
Market Publisher”: [Blackrock Financial Management, Inc., Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions,
Inc., Interactive Data Corporation, Markit LLC and Thompson Reuters Corporation] or any successor entities thereof.


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






    	 	-48-	 



     


    



by the Depositor,
notice of which designation shall be given to the other parties hereto, and specific ratings of Fitch herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


“Form 8-K”:
A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from time to time.


“Form 8-K
Disclosure Information”: As defined in Section 10.09 of this Agreement.


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata
share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion
Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property,
over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made
with respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds
were received.


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve
Account on such Distribution Date, and (ii) the amount distributable from the Gain-on-Sale Reserve Account pursuant to Section
4.01(f)(i).


“Gain-on-Sale
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(i) of this Agreement for the Certificateholders and, in the case of a Serviced
Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “[CERTIFICATE ADMINISTRATOR], as Certificate
Administrator on behalf of [TRUSTEE], as Trustee, for the benefit of the registered holders of [TRUST] [TRANSACTION DESIGNATION][,
and the RR Interest Owner], Gain-on-Sale Reserve Account.” The Gain-on-Sale Reserve Account must be an Eligible Account or
a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.


“General
Special Servicer”: As defined in Section 3.22(h) of this Agreement.


“Global Certificates”:
Each of the Publicly Offered Global Certificates, Regulation S Global Certificates or Rule 144A Global Certificates if
and so long as such class of Certificates is registered in the name of a nominee of the Depository.


“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 (i) the Class [A-M] Specific Grantor Trust Assets, beneficial ownership of which
is represented by the Class [A-M] Certificates, (ii) the Class [B] Specific Grantor Trust Assets, beneficial ownership of which
is represented by the Class [B] Certificates, (iii) the Class [C] Specific Grantor Trust Assets, beneficial ownership of which
is represented by the Class [C] Certificates (iv) the Class






    	 	-49-	 



     


    



[PEZ] Specific Grantor
Trust Assets, beneficial ownership of which is represented by the Class [PEZ] Certificates and (v) the [ARD CLASS] Specific Grantor
Trust Assets, beneficial ownership of which is represented by the [ARD CLASS] Certificates, in each case as further described in
this Agreement.


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


“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 existing, and specifically including, without limitation, asbestos and asbestos-containing
materials, polychlorinated biphenyls (“PCBs”), 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.


“HRR Certificates”:
The Class [E-RR] and Class [F-RR] Certificates.


“HRR Transfer
Restriction Period”: The period from the Closing Date to the earlier of:


(a)               
the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been
reduced to 33.0% of the aggregate Cut-off Date balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding
principal balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance
of the Principal Balance Certificates as of the Cut-off Date; or (iii) two years after the Closing Date,


(b)              
the date on which all of the Mortgage Loans have been defeased in accordance with the risk retention requirements set forth
in §244.7(b)(8)(i) of the Risk Retention Rule; or


(c)               
the date that the Risk Retention Rule applicable to the Third Party Purchaser are withdrawn or repealed in their entirety;


provided that
the termination of the HRR Transfer Restriction Period shall not be effective without the written consent (or deemed consent under
Section 5.01(d)) of the Sponsor.


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.35.


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.35.


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.35.


“Impermissible
TPP Affiliate”: As defined in Section 3.35.






    	 	-50-	 



     


    





“Holder”:
With respect to any Certificate, a Certificateholder; with respect to any Loan Specific REMIC Regular Interest, Lower-Tier Regular
Interest or Class [PEZ] Regular Interest, the Trustee.


“Indemnification
Agreements”: Each of the CCRE Lending Indemnification Agreement and the [Mortgage
Loan Seller] Indemnification Agreement.


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


“Indemnifying
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), 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 the Depositor, the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, any Directing Certificateholder, the Controlling Class Representative, any Borrower or Manager or any Affiliate
thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Section 856(d)(3) of the Code 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 such Trust REMIC is at
arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer
or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or
the Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee 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 Serviced 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 Serviced REO Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code) or cause any income realized in respect of such Serviced REO Property to fail to qualify
as Rents from Real Property (provided that such income would otherwise so qualify).


“Individual
Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.






    	 	-51-	 



     


    





“Initial
Purchasers”: Cantor Fitzgerald & Co., [NAMES OF OTHER INITIAL PURCHASERS] and their respective successors in interest.


“Initial
Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.


“Initial
Resolution Period”: As defined in Section 2.03(e) of this Agreement.


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


“Institutional
Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(l),
(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 or Serviced Whole Loan (including any amounts paid by the Master Servicer pursuant to Section 3.08 of this Agreement).


“Intercreditor
Agreement”: With respect to any Whole Loan, the related intercreditor, co-lender or similar agreement in effect from
time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion
Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) or Non-Serviced Pari Passu Companion Loan(s) relating to the relative rights of such holders. The
intercreditor or co-lender agreements related to each of the [SERVICED LOAN] Whole Loan and the [NON-SERVICED LOAN] Whole Loan,
shall each be an Intercreditor Agreement.


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the [LOAN SPECIFIC
CLASS] Certificates) or any Class [PEZ] Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued
at the Pass-Through Rate for such Class or Class [PEZ] Regular Interest on the related Certificate Balance or Notional Amount,
as applicable, outstanding immediately prior to such Distribution Date. Calculations of interest due in respect of such Classes
of Regular Certificates (other than the [LOAN SPECIFIC CLASS] Certificates) and each Class [PEZ] Regular Interest shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


“Interest
Accrual Period”: With respect to each Class of Regular Certificates and each Class [PEZ] Regular Interest, for each Distribution
Date, the calendar month immediately preceding the month in which such Distribution Date occurs.


“Interest
Deposit Amount”: With respect to each of the [_______] mortgage loan and [______] mortgage loan, each with an initial
Due Date in [________] 20[__], an amount equal to 31 days of interest at the related Mortgage Rate on the related Stated Principal
Balance of such Mortgage Loan as of the Cut-off Date. Such amount shall, in the aggregate, be equal to $[________].






    	 	-52-	 



     


    





“Interest
Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates
and each Class [PEZ] Regular Interest, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect
to such Class or Class [PEZ] Regular Interest for such Distribution Date and (ii) the Class Interest Shortfall, if any,
with respect to such Class or Class [PEZ] Regular Interest for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class or Class [PEZ] Regular Interest on such Distribution Date pursuant to Section
4.01(j).


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


“[INTEREST
ONLY CLASS] Strip Rate”: With respect to any Class of Class [__] Components for any Distribution Date, the (i) the
WAC Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


“Interest
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “[NAME OF CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, for the benefit of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders of [NAME OF ISSUING
ENTITY] Commercial Mortgage Pass-Through Certificates, Interest Reserve Account” and which must be an Eligible Account or
a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, [the Risk Retention Consultation Party,]
any Companion Loan Noteholder, any Certificateholder, any Borrower, any Mortgage Loan Seller, any holder of a related mezzanine
loan, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement,
or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them.


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


“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 Borrower, 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
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Master






    	 	-53-	 



     


    



Servicer or any Affiliate
thereof, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Asset Representations
Reviewer 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, any Special Servicer or any Affiliate
thereof, the Operating Advisor or any Affiliate thereof, the Asset Representations Reviewer 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.


“Investment
Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.


“Investor
Certification”: A certificate (which may be in electronic form), substantially in the form included hereto as Exhibit L-1
or in the form of an electronic certification contained on the Certificate Administrator’s Website (which may be a click
through confirmation), representing (i) that such Person executing the certificate is a Certificateholder[, the RR Interest
Owner], the Directing Certificateholder [or the Risk Retention Consultation Party] (in each case, to the extent such Person is
not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Loan Noteholder
(or any investment advisor or manager of the foregoing), (ii) that either (a) [such Person is the Risk Retention Consultation
Party or] is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
[(other than the Risk Retention Consultation Party)] in which case (1) if such Person is the Directing Holder or a Controlling
Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Holder or a Controlling Class Certificateholder, such Person shall only receive access to
the Distribution Date Statements prepared by the Certificate Administrator, (iii) 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; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to obtain upon request
in accordance with Section 4.07(i) of this Agreement any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is
not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account
of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be
considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to
any related Excluded Controlling Class Loan.


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


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


“IO Group
YM Distribution Amount”: As defined in Section 4.01(e) of this Agreement.






    	 	-54-	 



     


    





“IRS”:
The Internal Revenue Service.


“KBRA”:
Kroll Bond Rating Agency, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence,
“KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person
reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings
of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


“Late Collections”:
With respect to any Mortgage Loan or Serviced Whole Loan, all amounts received thereon during any Collection Period (or the related
grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent
late payments or collections of principal or interest due in respect of such Mortgage Loan or Serviced Whole Loan (without regard
to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously
recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection
Period (including any grace period applicable under the original Mortgage Loan or Serviced Whole Loan), whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest
due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to any acceleration
of amounts due under the predecessor Mortgage Loan or Serviced Whole Loan by reason of default) on a Due Date in a previous Collection
Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage
Loan or Serviced Whole Loan or the liquidation of a Serviced REO Property or the sale of any Mortgage Loan or Serviced Whole Loan
pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan
or (ii) with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph),
or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will
be payable), equal to:


(a)               
the lesser of:


(i)               
the product of [___]% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related
to such liquidated or repurchased Mortgage Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion
of such payoff or Net Liquidation Proceeds that represents Penalty Charges;


(ii)               
$[___]; and






    	 	-55-	 



     


    





(iii)               
any applicable cap pursuant to Section 3.12(c) of this Agreement.


(b)              
with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting
Modification Fees received by the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan,
Serviced REO Loan or Mortgage Loan;


provided that
if a Mortgage Loan or Serviced Whole Loan 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 3 months following
the related maturity date as a result of the related Mortgage Loan being refinanced or otherwise repaid in full, the Special Servicer
shall not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee
would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related
Borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Loan Documents and
(z) other appropriate fees in connection with such liquidation.


No Liquidation Fee
shall be payable:


(a) with respect
to clause (v) of the definition of Liquidation Proceeds;


(b) with respect
to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, in connection with the purchase
of the related Mortgage Loan by a mezzanine lender if the purchase of the Mortgage Loan occurred within 90 days after the first
time that such holder’s option to purchase such Mortgage Loan becomes exercisable; provided, that even if the purchase
occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected from, the related Borrower
or the related mezzanine lender.


(c) in the case
of a repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller pursuant to the
related Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan within
the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);


(d) with respect
to any Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this Agreement in
connection with (A) a repurchase or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller due to a
breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other
Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth
therein or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the related Other
Pooling and Servicing Agreement;


(e) in connection
with the purchase of any Defaulted Mortgage Loan by the Special Servicer or any Affiliate thereof or the Directing Certificateholder
or any Affiliate thereof if such purchase occurred within 90 days after the transfer of the Defaulted Mortgage Loan to special
servicing; and






    	 	-56-	 



     


    





(f) in connection
with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment
within the Initial Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial Resolution
Period set forth in Section 2.03(e) of this Agreement); and


(g) with respect
to a Whole Loan, in the case of clause (vii) of the definition of Liquidation Proceeds, the purchase of such Mortgage
Loan by the holder of the related Serviced Companion Loan pursuant to the related Intercreditor Agreement prior to the expiration
of the first purchase option to occur as set forth in the related Intercreditor Agreement (up to 90 days) or if such Intercreditor
Agreement does not specify a time period, within 90 days after the date the purchase option first becomes exercisable; provided,
that even if the purchase occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected
from, the related Borrower or the related mezzanine lender.


“Liquidation
Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid
to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale, disposition of REO Property
or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law
and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment
obtained against a Borrower; (iii) the sale of a Defaulted Mortgage Loan; (iv) the repurchase of a Mortgage Loan (or
related REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the
purchase of all the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the
Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer
pursuant to Section 9.01 of this Agreement; (vi) in the case of an AB Whole Loan, the purchase of the AB Mortgage Loan
by a majority of the Percentage Interest of the related Loan Specific Certificates; (vii) with respect to any existing mezzanine
indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Mortgage Loan by a mezzanine
lender; (viii) in the case of a Mortgage Loan that is part of a Whole Loan, the purchase of such Mortgage Loan by a related
Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related Intercreditor Agreement; or (ix) the
transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(e)
of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the
Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to
constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value
Payment is made by the applicable Mortgage Loan Seller). With respect to the Mortgaged Property or Mortgaged Properties securing
any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related
Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related Originator and the Borrower,
pursuant to which such Mortgage Loan was made.






    	 	-57-	 



     


    





“Loan Documents”:
With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection with the origination
or any subsequent modification of such Mortgage Loan or Serviced Whole Loan 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 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) 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 amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for
previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts and interest thereon;


(b)              
the aggregate amount of the Master Servicing Fee, the Certificate Administrator/Trustee Fee, the Operating Advisor Fee,
the Special Servicing Fee, the CREFC® Intellectual Property Royalty License Fee, fees for primary servicing
functions, Net Prepayment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement
of Advance Interest Amounts and/or Additional Trust Fund Expenses as provided in Section 3.06 of this Agreement), Workout
Fees, Liquidation Fees, Assumption Fees, Modification Fees, loan service transaction fees, demand fees, beneficiary statement charges
and similar fees on the AB Whole Loan (which the Master Servicer or the Special Servicer is entitled to retain as Servicing Compensation
or Special Servicing Compensation, respectively), together with interest on Advances to the extent provided herein, and reinvestment
earnings on payments received with respect to the AB Whole Loan (that the Master Servicer or the Special Servicer are entitled
to receive as additional servicing compensation), in each case in respect of such Distribution Date;


(c)               
all amounts representing scheduled Periodic Payments due after the related Due Date;


(d)            
that portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to the AB Whole
Loan which represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Certificate Administrator/Trustee
Fee, CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee with respect to the AB Whole
Loan, to which the Master Servicer, the Special Servicer, any sub-servicer, the Certificate Administrator, the Trustee, CREFC®
and/or the Operating Advisor are entitled;






    	 	-58-	 



     


    

(e)               
all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer,
the Special Servicer, the Certificate Administrator (in all of its capacities under this Agreement), the Operating Advisor, the
Asset Representations Reviewer or the Trustee (in all of its capacities under this Agreement) with respect to the AB Whole Loan
and other amounts permitted to be retained by the Master Servicer or withdrawn by the Master Servicer from the related Collection
Account to the extent expressly set forth in this Agreement (including, without limitation, as provided in Section 3.06
of this Agreement and including any indemnities provided for herein), including interest thereon as expressly provided in this
Agreement;


(f)               
any interest or investment income on funds on deposit in the related Serviced Whole Loan Collection Account or any interest
on Permitted Investments in which such funds may be invested;


(g)              
all amounts received if the AB Whole Loan was previously purchased, repurchased or replaced from the Trust Fund pursuant
to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or a Mortgage Loan Purchase
Agreement during the related Collection Period and subsequent to the date as of which the AB Whole Loan was purchased, repurchased
or replaced;


(h)              
any amounts deposited in the related Serviced Whole Loan Collection Account, the Lower-Tier Distribution Account or the
Upper-Tier Distribution Account in respect of the Trust Subordinate Companion Loan in error; and


(i)                
the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or
local taxes imposed on the Loan Specific REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the
extent described in Section 4.05 of this Agreement.


“Loan Specific
Certificates”: The [LOAN SPECIFIC CLASS] Certificates.


“[LOAN SPECIFIC
CLASS] Certificate”: Any one of the Certificates with a “[LOAN SPECIFIC CLASS]” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


“[LOAN SPECIFIC
CLASS] Net Rate”: A per annum rate equal to [______]%.


“[LOAN SPECIFIC
CLASS] Pass-Through Rate”: A per annum rate equal to LIBOR plus [_____]%.


“[LOAN SPECIFIC
CLASS]-NP Regular Interest”: An uncertificated regular interest in the Loan Specific REMIC that (i) corresponds to the
Trust Subordinate Companion Loan, (ii) is held as an asset of the Lower-Tier REMIC and (iii) has the original Loan Specific REMIC
Principal Balance as set forth in the Preliminary Statement hereto and bears interest at the Trust Subordinate Companion Loan Component
Rate.






    	 	-59-	 



     


    





“[LOAN SPECIFIC
CLASS]-P Regular Interest”: An uncertificated regular interest in the Loan Specific REMIC that (i) corresponds to the
AB Mortgage Loan, (ii) is held as an asset of the Lower-Tier REMIC and (iii) has the original Loan Specific REMIC Principal Balance
set forth in the Preliminary Statement hereto and bears interest at the AB Mortgage Loan Component Rate.


“[LOAN SPECIFIC
CLASS]-R Interest”: The sole class of “residual interest” in the Loan Specific REMIC, which will be represented
by the Class R Certificates.


“Loan Specific
Control Appraisal Event”: With respect to the [LOAN SPECIFIC CLASS] Certificates, at any time (i) the initial Certificate
Balance of the [LOAN SPECIFIC CLASS] Certificates, as reduced by any payments of principal (whether as scheduled amortization,
principal prepayments or otherwise) allocated to the [LOAN SPECIFIC CLASS] Certificates and any Appraisal Reduction Amounts and
Realized Losses allocated to the [LOAN SPECIFIC CLASS] Certificates, is less than 25% of the initial Certificate Balance of the
[LOAN SPECIFIC CLASS] Certificates, as reduced by any payments of principal (whether as scheduled amortization, principal prepayments
or otherwise allocated to the [LOAN SPECIFIC CLASS] Certificates) or (ii) any of the [LOAN SPECIFIC CLASS] Certificates is held
by the related Borrower or an Affiliate thereof.


“Loan Specific
Directing Certificateholder”: With respect to any Serviced Whole Loan, the “Controlling Holder”, the “Directing
Certificateholder”, “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement.
With respect to the Serviced Whole Loans, the Controlling Class Representative shall be the Loan Specific Directing Certificateholder.


With respect to each
AB Whole Loan other than an AB Whole Loan as to which an AB Control Appraisal Period has occurred and is continuing, the “Loan
Specific Directing Certificateholder” will be the [LOAN SPECIFIC CLASS] Certificates; provided that an AB Control
Appraisal Period has not occurred and is continuing.


The rights of the
holders of a Trust Subordinate Companion Loan to act as the Loan Specific Directing Certificateholder will be exercisable by the
holders of majority of the related Class of Loan Specific Certificates.


“Loan Specific
Excess Prepayment Interest Shortfall”: As defined in Section 4.05 of this Agreement.


“Loan Specific
Interest Accrual Amount”: With respect to any Distribution Date and the [LOAN SPECIFIC CLASS] Certificates, an amount
equal to interest for the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Balance
outstanding immediately prior to such Distribution Date minus the amount of the Loan Specific Excess Prepayment Interest
Shortfall allocated to such Class with respect to such Distribution Date. Calculations of interest due in respect of the [LOAN
SPECIFIC CLASS] Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day months.






    	 	-60-	 



     


    





“Loan Specific
Principal Distribution Amount”: For any Distribution Date and in each case only to the extent of Loan Specific Available
Funds, an amount equal to (i) the sum of (without duplication):


(a)       the
principal component of all scheduled Periodic Payments (other than Balloon Payments) due on the Trust Subordinate Companion Loan
on the related Due Date (if received during the related Collection Period);


(b)       the
principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period
or advanced) with respect to the Trust Subordinate Companion Loan, if delinquent in respect of its Balloon Payment;


(c)       the
principal portion of any amount received if the Trust Subordinate Companion Loan was, during the related Collection Period, repurchased
from the Trust Fund in connection with a Breach or Defect pursuant to Section 2.03, purchased pursuant to Section 3.16,
or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;


(d)       the
principal portion of Unscheduled Payments if the AB Whole Loan was liquidated during the related Collection Period;


(e)       the
principal component of all Balloon Payments and any other principal payment on the Trust Subordinate Companion Loan received on
or after the Maturity Date of the AB Whole Loan, to the extent received during the related Collection Period;


(f)       all
other Principal Prepayments allocable to the Trust Subordinate Companion Loan received in the related Collection Period; and


(g)       any
other full or partial recoveries in respect of principal allocable to the Trust Subordinate Companion Loan, including Insurance
Proceeds, Liquidation Proceeds and Net REO Proceeds received in the related Collection Period (net of any related outstanding P&I
Advances allocable to principal, but including any amount related to the Loss of Value Payments to the extent that such amount
was transferred into the Collection Account pursuant to Section 3.05 during the related Collection Period);


as reduced by (ii)
any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Trust Subordinate Companion Loan, in a period during which such principal collections would have otherwise been included
in the Loan Specific Principal Distribution Amount for such Distribution Date and (2) Workout-Delayed Reimbursement Amounts that
were paid or reimbursed from principal collections on the Trust Subordinate Companion Loan, in a period during which such principal
collections would have otherwise been included in the Loan Specific Principal Distribution Amount for such Distribution Date (provided,
that, in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Trust
Subordinate Companion Loan are subsequently recovered, such recovery will increase the Loan Specific Principal Distribution Amount
for the Distribution Date related to the period in which such recovery occurs).






    	 	-61-	 



     


    





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


“Loan Specific
Realized Losses”: With respect to any Distribution Date, the amount, if any, by which (i) the Certificate Balance of
the [LOAN SPECIFIC CLASS] Certificates after giving effect to distributions of principal on such Distribution Date exceeds (ii)
the aggregate Stated Principal Balance of the AB Whole Loan (for purposes of this calculation only, the Stated Principal Balance
will not be reduced by the amount of principal payments received on the AB Whole Loan that were used to reimburse the Master Servicer
or the Trustee for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable
Advances) immediately following the Determination Date preceding such Distribution Date.


“Loan Specific
REMIC”: The segregated pool of assets subject hereto constituting a portion of the primary trust created hereby and to
be administered hereunder with respect to which a separate REMIC election is to be made and consisting of: (i) the AB Whole Loan
as from time to time subject to this Agreement and all payments under and proceeds of the AB Whole Loan received after the Cut-off
Date, together with all documents included in the related Mortgage File; (ii) any REO Property related to the AB Whole Loan; and
(iii) proceeds of the foregoing in the applicable Collection Account, the Loan Specific REMIC Distribution Account and the REO
Account.


“Loan Specific
REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.05(b), which shall be entitled “[______], as Certificate Administrator,
in trust for Holders of CCRE Commercial Mortgage Securities, L.P., [_____] Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Loan Specific REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.
The Loan Specific REMIC Distribution Account shall be an asset of the Loan Specific REMIC.


“Loan Specific
REMIC Principal Balance”: The principal amount of each Loan Specific REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Loan Specific REMIC Principal Balance of each Loan Specific REMIC Regular Interest
shall equal the original Loan Specific REMIC Principal Balance set forth in the Preliminary Statement hereto. On each Distribution
Date, the Loan Specific REMIC Principal Balance of the Loan Specific REMIC Regular Interests shall be permanently reduced by all
distributions of principal deemed to have been made in respect of the Loan Specific REMIC Regular Interests on such Distribution
Date pursuant to Section 4.01A(a), and shall be further permanently reduced on such Distribution Date by all Loan Specific
Realized Losses and Additional Trust Fund Expenses deemed to have been allocated thereto on such Distribution Date pursuant to
this Agreement.


“Loan Specific
REMIC Regular Interests”: Collectively, the [LOAN SPECIFIC CLASS]-P Regular Interest and the [LOAN SPECIFIC CLASS]-NP
Regular Interest.


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents
to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person






    	 	-62-	 



     


    



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
Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.
The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance
with the terms of the related Mortgage Loan or Serviced Whole Loan.


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box agreement, if any, between the related
Originator and the Borrower, pursuant to which the related Lock-Box Account, if any, may have been established.


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


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


“Lower-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “[NAME OF CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, for the benefit of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders
of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account” and which must
be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier
REMIC.


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(a).


“Lower-Tier
Principal Balance”: With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal
balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by (i) in the case
of any Pooled Lower-Tier Regular Interest, the amount of distributions of the Lower-Tier Distribution Amount allocable to principal
and Realized Losses or Loan Specific Realized Losses, as applicable, allocable thereto in all prior periods as described in Section 4.01(g)
of this Agreement and (ii) in the case of the Class L[___] Interest, the amount of distributions of the Loan Specific Available
Funds allocable to principal and Loan Specific Realized Losses allocable thereto in all prior periods as described in Section
4.01(g) hereof, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate
Balance of the Corresponding Certificates.


“Lower-Tier
Regular Interests”: The Class [__] Interest, the Class [__] Interest, the Class [__] Interest, the Class [__] Interest,
the Class [__] Interest, the Class [__] Interest, the Class [__] Interest, the Class [__] Interest, the Class [__] Interest,
the Class [__] Interest, the Class [__] Interest, the Class [__] Interest and the Class [LOAN SPECIFIC CLASS] Interest issued by
the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated
as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificates and Corresponding
Class X Component,






    	 	-63-	 



     


    



(iii) is uncertificated,
(iv) has an initial Lower-Tier Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through
Rate equal to (A) other than the Class L[LOAN SPECIFIC INTEREST] Interest, the WAC Rate and (B) in the case of a the Class L[LOAN
SPECIFIC INTEREST] Interest, the related Loan Specific Certificate Pass-Through Rate, (vi) has a “latest possible maturity
date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and
(vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(e) and Section
4.01A, as applicable, of this Agreement.


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest,
the AB Mortgage Loan [and the Mortgage Loan Seller Strip]), the Loan Specific REMIC Regular Interests, collections thereon, the
Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection
Account and the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust Fund’s interest therein), related
amounts in the Interest Reserve Account, amounts held from time to time and the Gain-on-Sale Reserve Account (to the extent of
the Trust Fund’s interest therein) in respect thereof and all other property included in the Trust Fund (other than the Loss
of Value Reserve Fund [and the Mortgage Loan Seller Strips]) that is not in the Loan Specific REMIC, the Upper-Tier REMIC or the
Grantor Trust.


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


“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
Shall mean any of the following:


(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 Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans
as come into and continue in default;


(b)              
any modification, consent to a modification or waiver of a monetary term (other than late payment charges or Default Interest)
or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding
the timing or acceptance related to late payment charges or Default Interest) of a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan or any extension of the Maturity Date of any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole Loan;


(c)               
any sale of a Defaulted Mortgage Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than
in connection with the termination of the Trust Fund) or a Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan that the
Special Servicer is permitted to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case
for less than the applicable Purchase Price;






    	 	-64-	 



     


    





(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)               
requests for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage
Loan [(other than the Non-Serviced Mortgage Loan)] or any Serviced Whole Loan, (ii) release of non-material parcels of a Mortgaged
Property (including, without limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the
mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that
are set forth in the related Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion
(other than confirming the satisfaction of the other conditions to the release set forth in the related Mortgage Loan documents
that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan documents
or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion
of the Mortgaged Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such
collateral;


(f)               
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
or Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property or direct or indirect interests
in the Borrower (including any interests in any applicable mezzanine borrower) or consent to the incurrence of additional debt,
other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan
agreement;


(g)              
any property management company changes for which the lender is required to consent or approve under the Loan Documents
(with respect to a Mortgage Loan or Serviced Whole Loan with a Stated Principal Balance greater than $2,500,000 or where the successor
property manager is affiliated with the Borrower) or franchise changes with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan for which the lender is required to consent or approve under the Loan Documents;


(h)              
releases of any escrows, reserve accounts or letters of credit held as performance escrows or reserves other than those
required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan and for which there is no material lender discretion;


(i)                
any acceptance of an assumption agreement releasing a Borrower from liability under a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan and for which there is no lender discretion;


(j)                
any determination of an Acceptable Insurance Default;






    	 	-65-	 



     


    





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


(l)                
any acceleration of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan following a default
or an event of default or any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with
respect to the related mortgagor or Mortgaged Property; and


(m)            
any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar
agreement with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan or
Serviced Whole Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely
affects the holders of the Control Eligible Certificates.


For the avoidance
of doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to make any Major
Decisions with respect to any Non-Serviced Mortgage Loans and the Controlling Class Representative shall have no consent and/or
consultation rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans under this Agreement.


With respect to
any Serviced Whole Loan, for so long as the holder of the related Serviced Companion Loan is the “Controlling Holder”,
the “Directing Certificateholder”, “Directing Lender” or any analogous concept under the related Intercreditor
Agreement, then with respect to such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”,
“Major Action” or any analogous concept under the related Intercreditor Agreement.


“Major Decision
Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report by the Master
Servicer or the Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances requiring
action of the Master Servicer or the Special Servicer, as applicable, and (ii) the proposed course of action recommended.


“Management
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the Management Agreement, if any, by and between
the Manager and the related Borrower, or any successor Management Agreement between such parties.


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


“Master Servicer”:
[NAME OF MASTER SERVICER], or its successor in interest, or any successor master servicer appointed as provided herein.


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


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






    	 	-66-	 



     


    





“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.


“Master Servicer
Termination Event”: As defined in Section 7.01(a) of this Agreement.


“Master Servicer
Website”: Shall mean the internet website maintained by the Master Servicer; initially located at “[NAME OF
WEBSITE]”.


“Master Servicing
Fee”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan and for any Distribution Date, an amount
per interest accrual period related to such Mortgage Loan or Serviced Pari Passu Companion Loan equal to the product of (i) the
respective Master Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage Loan
or Serviced Pari Passu Companion Loan as of the Due Date in the immediately preceding Collection Period (without giving effect
to payments of principal on such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due Date).


“Master Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B to this Agreement.


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


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


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


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


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and
all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends
or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special
Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing).
For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection
with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification,
restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees
collected from the related Borrower shall be subject to a cap of [1.0]% of the outstanding principal balance of such Mortgage Loan
or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior
to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall






    	 	-67-	 



     


    



exist in connection
with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan
or REO Loan.


“Modified
Mortgage Loan”: Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26
of this Agreement in a manner that:


(a)               
reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to,
bringing current Periodic Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the
Periodic Payment;


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


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


“Moody’s”:
Moody’s Investors Service, Inc., or its successor in interest. If neither such rating agency nor any successor remains in
existence, “Moody’s” 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 other parties
hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


“Morningstar”:
Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” 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 other parties hereto, and specific
ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing a Mortgage Note.


“Mortgage
File”: With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in Section 2.01(a)(i)
through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan or Serviced Companion Loan and
any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement; provided
that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor, Trustee, or
Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they
are actually so received.






    	 	-68-	 



     


    





“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this
Agreement and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified
on the Mortgage Loan Schedule as of the Closing Date. Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage
Loan that has been defeased in whole or in part. Such term shall not include Serviced Companion Loans or Non-Serviced Companion
Loans but shall include Non-Serviced Mortgage Loans.


“Mortgage
Loan Purchase Agreements”: Each of the CCRE Lending Purchase Agreement, the [OTHER SPONSORS] Purchase Agreement.


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


(a)               
the Loan Number;


(b)              
the Mortgage Loan name;


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


(d)              
the Mortgage Rate in effect as of the Cut-off Date;


(e)               
the original principal balance;


(f)               
the Stated Principal Balance as of the Cut-off Date;


(g)              
the Maturity Date or Anticipated Repayment Date for each Mortgage Loan;


(h)              
the Due Date;


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


(j)                
the Servicing Fee Rate;


(k)              
whether the Mortgage Loan is an Actual/360 Loan;


(l)                
whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;


(m)            
the Revised Rate of such Mortgage Loan, if any;


(n)              
whether the Mortgage Loan is part of a Whole Loan;


(o)              
whether the Mortgage Loan is secured in any part by a leasehold interest; and






    	 	-69-	 



     


    





(p)              
whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.


Such list may be in the form of more
than one list, collectively setting forth all of the information required. A comparable list shall be prepared with respect to
each Serviced Companion Loan.


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


“Mortgage
Loan Sellers”: Each of CCRE Lending, [OTHER SPONSORS].


“Mortgage
Note”: With respect to any Mortgage Loan or Serviced Companion Loan as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Mortgage Loan or Serviced Companion
Loan including any amendments or modifications, or any renewal or substitution notes, as of such date.


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


“Mortgaged
Property”: The underlying property securing a Mortgage Loan including any REO Property, consisting of a fee simple estate,
and, with respect to certain Mortgage Loans, 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 or multifamily
property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.


“Mortgage
Rate”: With respect to each Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or any related
Companion Loan, as applicable, and any Interest Accrual Period, the per annum rate at which interest accrues on such Mortgage
Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, during such period
(in the absence of a default), as set forth in the related Mortgage Note (or in the case of the AB Mortgage Loan or the Trust Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement) from time to time, without giving effect to any Default Rate
or any Revised Rate.


[“[Mortgage
Loan Seller]”: [Mortgage Loan Seller], in its capacity as a Mortgage
Loan Seller, and its successors in interest.]


[“[Mortgage
Loan Seller] Indemnification Agreement”: The agreement dated as of the Pricing Date, between [Mortgage
Loan Seller], the Depositor, the Underwriters and the Initial Purchasers.]


[“[Mortgage
Loan Seller] Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the [Mortgage
Loan Seller] Purchase Agreement.]






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[“[Mortgage
Loan Seller] Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date,
between [Mortgage Loan Seller] and the Depositor.]


[“Mortgage
Loan Seller Strip”: With respect to any Due Date for each Mortgage Loan that is part of the Mortgage Loan Seller Strip
Pool, an amount equal to a portion of the interest accrued on the Stated Principal Balance of such Mortgage Loan that is part of
the Mortgage Loan Seller Strip Pool during the related Interest Accrual Period at a fixed rate of [___]% per annum during the related
interest accrual period. With respect to each Collection Period, amounts collected in respect of the Mortgage Loan Seller Strip
Pool will be allocated to the Mortgage Loan Seller Strip prior to being allocated to Available Funds. For federal income tax purposes,
the Mortgage Loan Seller Strip will be treated as a beneficial interest in the related Mortgage Loans retained by [Mortgage
Loan Seller], its successors and assigns.]


[“Mortgage
Loan Seller Strip Pool”: All of the [Mortgage Loan Seller] Mortgage Loans,
except for the Mortgage Loans identified as [IDENTIFY LOAN NUMBERS] on the Mortgage Loan Schedule.]


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


“Net Condemnation
Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation
or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan
Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.


“Net Default
Interest”: With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate
collected Default Interest allocable to the Mortgage Loans received during the preceding Collection Period, minus (ii) any
portions thereof withdrawn from (A) the Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance
Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout
Fees) incurred on the related Mortgage Loan during or prior to such Collection Period and (B) each Serviced Whole Loan Collection
Account pursuant to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses
incurred on the related Serviced Whole Loan during or prior to such Collection Period.


“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 Borrower in accordance with the express requirements of the Loan Documents or other documents included
in the Mortgage File or in accordance with prudent and customary servicing practices.






    	 	-71-	 



     


    





“Net Liquidation
Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan net of the amount
of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection with
the taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be
applied to the restoration or repair of the related Mortgaged Property.


“Net Mortgage
Rate”: With respect to any Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage Loan only) and any Distribution
Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan (or, in the case of the AB Mortgage Loan, the
AB Mortgage Loan Component Rate) for the related Interest Accrual Period (without regard to any increase in the interest of any
ARD Loan after the related Anticipated Repayment Date), minus, for any such Mortgage Loan (in the case of the AB Whole Loan, the
AB Mortgage Loan only), the aggregate of the applicable Servicing Fee Rate, Certificate Administrator/Trustee Fee Rate, Operating
Advisor Fee Rate, CREFC® Intellectual Property Royalty License Fee Rate, the fee rate paid to the Sub-Servicer,
if any, with respect to any Non-Serviced Mortgage Loan, minus the related Pari Passu Loan Primary Servicing Fee Rate[, and, with
respect to each Mortgage Loan that is part of the Mortgage Loan Seller Strip Pool, minus an additional per annum rate of
[___]%]. The “Net Mortgage Rate” for purposes of calculating Pass-Through Rates and Withheld Amounts shall be the
Net Mortgage Rate of such Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage Loan only) without taking into account
any modification, waiver or amendment of the terms of the related Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage
Loan only), whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related Borrower. With respect to any REO Loan, the Net Mortgage Rate will be calculated as described
above, as if the predecessor Mortgage Loan had remained outstanding.


Notwithstanding the
foregoing, if any such Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage Loan only) does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating the Pass-Through Rate
on the Regular Certificates (and Trust Components), the Net Mortgage Rate of such Mortgage Loan (in the case of the AB Whole Loan,
the AB Mortgage Loan only) for any Interest Accrual Period will be the annualized rate at which interest would have to accrue in
respect of such Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage Loan only) or Serviced Companion Loan on the basis
of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect
of such Mortgage Loan (in the case of the AB Whole Loan, the AB Mortgage Loan only) at the related Net Mortgage Rate during such
Interest Accrual Period; provided, however, that with respect to each such Mortgage Loan (in the case of the AB Whole Loan,
the AB Mortgage Loan only), the Net Mortgage Rate for the one-month period (i) prior to the Due Dates in (a) January
and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either
case, unless the related Distribution Date is the final Distribution Date) shall be determined net of any Withheld Amounts from
that month and (ii) preceding the Due Date in March (or February if the related Distribution Date is the final Distribution
Date) (commencing in 20[__]), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding
February, and, if applicable, January.






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“Net Prepayment
Interest Excess”: The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all Mortgage Loans
(other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans that the Master Servicer is servicing exceeds the aggregate
of all Compensating Interest Payments for such Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion
Loans as of any related Distribution Date.


“Net Prepayment
Interest Shortfall”: With respect to the Mortgage Loans or Serviced Companion Loans that the Master Servicer is servicing,
the aggregate Prepayment Interest Shortfalls in excess of the Master Servicer Prepayment Interest Shortfall on such Mortgage Loan
or Serviced Companion Loan.


With respect to each
AB Whole Loan, the excess of any Prepayment Interest Shortfall over the portion of the Servicing Fee for such AB Whole Loan being
paid in the applicable period will be allocated first, to the related Trust Subordinate Companion Loan and then, to the related
AB Mortgage Loan; the portion of such excess allocated to the related AB Mortgage Loan will be included in the Net Prepayment Interest
Shortfall allocated to the Class [___] and Class [___] Certificates and the portion of such excess allocated to the related Trust
Subordinate Companion Loan will be allocated to the related Class of Loan Specific Certificates.


[Net Prepayment Interest
Shortfalls with respect to the AB Whole Loan that are part of the Mortgage Loan Seller Strip Pool will be allocated pro rata
to the Mortgage Loan Seller Strip, on the one hand, and to Available Funds and Loan Specific Available Funds (if applicable) (for
distribution to the Classes of Regular Certificates), on the other hand, on the basis of the amount of interest accrued on the
Mortgage Loan Seller Strip, on the one hand, and on the related Mortgage Loans that are part of the Mortgage Loan Seller Strip
Pool, net of the Mortgage Loan Seller Strip, on the other hand.]


“Net REO
Proceeds”: With respect to each Serviced REO Property, REO Proceeds with respect to such REO Property net of any insurance
premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b)
of this Agreement.


“New Lease”:
Any lease of a Serviced REO Property entered into on behalf of the Loan Specific REMIC, the Lower-Tier REMIC if such Trust REMIC
has the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.


“Non-Directing
Certificateholder”: With respect to any Companion Loan, the “Non-Directing Certificateholder”, “Non-Controlling
Note Holder” or any analogous concept under the related Intercreditor Agreement.


“Non-Reduced
Certificates”: As of any date of determination, any Class of Sequential Pay Certificates then outstanding for which (a)(1)
the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate
payments of principal (whether as principal prepayments or otherwise) 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






    	 	-73-	 



     


    



equal to or greater
than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less (ii) any
payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates
as of such date of determination; provided, however, that for purposes of this definition, the Class [__] Certificates and the
Class [PEZ] Component [___] shall be considered as if they together constitute a single “Class” of Sequential Pay Certificates,
the Class [__] Certificates and the Class [PEZ] Component [___] shall be considered as if they together constitute a single “Class”
of Sequential Pay Certificates, the Class [__] Certificates and the Class [PEZ] Component [___] shall be considered as if they
together constitute a single “Class” of Sequential Pay Certificates and the Class [__] Certificates shall be Non-Reduced
Certificates only with respect to each component thereof that is part of a Class of Non-Reduced Certificates determined as described
in this proviso.


“Non-RRI
Percentage”: An amount expressed as a percentage equal to 100% minus the RRI Percentage. For the avoidance of doubt,
at all times, the sum of the RRI Percentage and the Non-RRI Percentage shall equal 100%.


“[NON-SERVICED
LOAN] Companion Loans”: As defined in the Preliminary Statement.


“[NON-SERVICED
LOAN] Whole Loan”: The [NON-SERVICED LOAN] Companion Loans, together with the [NON-SERVICED LOAN] Mortgage Loan. References
herein to the [NON-SERVICED LOAN] Whole Loan shall be construed to refer to the aggregate indebtedness under the [NON-SERVICED
LOAN] Pari Passu Note A-1, the [NON-SERVICED LOAN] Pari Passu Note A-2 and the [NON-SERVICED LOAN] Pari Passu Note A-2.


“[NON-SERVICED
LOAN] Mortgage Loan”: As defined in the Preliminary Statement.


“[NON-SERVICED
LOAN] Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the [NON-SERVICED
LOAN] Whole Loan. The [NON-SERVICED LOAN] Pari Passu Note A-1 is not included in the Trust Fund and is pari passu in right
of payment to the [NON-SERVICED LOAN] Pari Passu Note A-2 and the [NON-SERVICED LOAN] Pari Passu Note A-2, as set forth in
the related Intercreditor Agreement. As of the Closing Date, the [NON-SERVICED LOAN] Pari Passu Note A-1 is held by [NAME LOAN
SELLER].


“[NON-SERVICED
LOAN] Pari Passu Note A-1 Securitization Date”: With respect to the [NON-SERVICED LOAN] Whole Loan, the date on which
the [NON-SERVICED LOAN] Pari Passu Note A-1 is included in a securitization trust, provided that the related Companion Loan Noteholder
provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee with notice in accordance
with the terms of the related Intercreditor Agreement that the [NON-SERVICED LOAN] Pari Passu Note A-1 is to be included in such
Other Securitization, which notice shall include contact information for the related Other Servicer, the Other Special Servicer
and the Other Trustee.


“[NON-SERVICED
LOAN] Pari Passu Note A-2”: The promissory note designated as note A-2, which evidences a portion of the [NON-SERVICED
LOAN] Whole






    	 	-74-	 



     


    



Loan. The [NON-SERVICED
LOAN] Pari Passu Note A-2 is not included in the Trust and is pari passu in right of payment to the [NON-SERVICED LOAN]
Pari Passu Note A-1 and the [NON-SERVICED LOAN] Pari Passu Note A-2, as set forth in the related Intercreditor Agreement. As of
the Closing Date, the [NON-SERVICED LOAN] Pari Passu Note A-2 is held by the [NAME OF ISSUING ENTITY].


“[NON-SERVICED
LOAN] Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of [________], 20[__] among CCRE
Commercial Mortgage Securities, L.P., as Depositor, [NAME OF MASTER SERVICER], as Master Servicer, [NAME OF SPECIAL SERVICER],
as Special Servicer, [NAME OF TRUSTEE], as Trustee, [NAME OF CERTIFICATE ADMINISTRATOR, PAYING AGENT AND CUSTODIAN], as Certificate
Administrator, Paying Agent and Custodian, [NAME OF OPERATING ADVISOR], as Operating Advisor, and [NAME OF ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer, and entered into in connection with the [NAME OF ISSUING ENTITY].


“[NON-SERVICED
LOAN] Service Providers”: With respect to each [NON-SERVICED LOAN] Companion Loan, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


“Non-Serviced
Companion Loan”: With respect to any Non-Serviced Whole Loan, any related mortgage loan not included in the Trust that
is serviced under another agreement and that is generally (a) payable on a pari passu basis with the related Mortgage Loan
included in the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right of payment to
the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The [NON-SERVICED
LOAN] Companion Loan is the only Non-Serviced Companion Loan related to the Trust.


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


“Non-Serviced
Mortgage Loans”: With respect to any Non-Serviced Whole Loan, a Mortgage Loan included in the Trust but serviced under
another agreement. The [NON-SERVICED LOAN] Mortgage Loan is the only Non-Serviced Mortgage Loan related to the Trust.


“Non-Serviced
Mortgage Loan Service Providers”: With respect to the [NON-SERVICED LOAN] Whole Loan, the [NON-SERVICED LOAN] Providers.


“Non-Serviced
Mortgaged Property”: The [NON-SERVICED WHOLE LOAN] Mortgaged Property.


“Non-Serviced
Pari Passu Companion Loans”: With respect to any Non-Serviced Whole Loan, any related mortgage note not included in the
Trust that is not serviced under this Agreement and that is generally payable on a pari passu basis with a Non-Serviced
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The






    	 	-75-	 



     


    



[NON-SERVICED LOAN]
Companion Loan is the only Non-Serviced Pari Passu Companion Loan related to the Trust.


“Non-Serviced
Pooling Agreement”: With respect to the Non-Serviced Whole Loan, the Non-Serviced Pooling and Servicing Agreement.


“Non-Serviced
Pooling and Servicing Agreement”: [DESCRIBE NON-SERVICED POOLING AND SERVICING AGREEMENT].


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


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


“Non-Serviced
Whole Loans”: Any mortgage loan that is not serviced under this Agreement that is divided into one or more notes, which
includes a Mortgage Loan included in the Trust but serviced under another agreement and one or more mortgage notes not included
in the Trust and serviced under another agreement. References herein to a Non-Serviced Whole Loan shall be construed to refer to
the aggregate indebtedness under the related notes. The [NON-SERVICED LOAN] Whole Loan is the only Non-Serviced Whole Loan related
to the Trust.


“Non-U.S.
Person”: A person that is not a U.S. Person.


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement
Amounts.


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Sections 4.07(c),
or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with
any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate
as provided by Section 4.07(c) of this Agreement.


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any Serviced REO Property that the Master Servicer, the Special
Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d) of this Agreement, or the Trustee,
in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections
on or in respect of the related Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, which shall be evidenced by an officer
certificate as provided by Section 3.21(d) of this Agreement. The determination as to the recoverability of any Servicing
Advance previously made or proposed to be made in respect of any Non-Serviced Whole Loan (or related REO






    	 	-76-	 



     


    



Property) shall be
made by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement.
Any such determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases,
be conclusively relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.


“Nonrecoverable
Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, 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 payments or any other recovery on or in respect of the related
Mortgage Loan, Serviced Whole Loan or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would
not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the
principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections
in the Collection Account; provided that neither the Master Servicer nor the Trustee shall be entitled to recover (i) any
Workout-Delayed Reimbursement Amounts in respect of the AB Whole Loan from any other collections on the Mortgage Loans except for
a pro rata portion of such Advances allocable to the AB Mortgage Loan and (ii) any Workout-Delayed Reimbursement Amounts
in respect of a Mortgage Loan other than the AB Whole Loan from any collections on the AB Whole Loan allocable to the Trust Subordinate
Companion Loan.


“Notice of
Termination”: Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Certificateholder
owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01(c) of this Agreement.


“Notice to
Refer”: As defined in Section 2.03(j)(ii).


“Notional
Amount”: As of any date of determination: (i) with respect to each of the [INTEREST ONLY CLASS] Certificates as
a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X
Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount
as of such date of determination.


“NRSRO”:
Any nationally recognized statistical ratings organization.


“NRSRO Certification”:
A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as
Exhibit Z or (b) provided electronically and executed by such NRSRO by means of a “click-through”
confirmation on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that
states that such NRSRO is a Rating Agency under this Agreement, or that such NRSRO has been engaged to rate any securities backed,
in whole or in part, by a Serviced Pari Passu Companion Loan, or that such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, such NRSRO has access to the 17g-5 website
and such NRSRO will keep such information confidential, except to the extent such information has been made available to the general
public.






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“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations
Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer
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, or an authorized officer of the Depositor, and delivered to the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.


“Offsetting
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees
collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees
were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation)
of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in
connection with any workout of a Specially Serviced Loan that closed within the prior [18] months (determined as of the closing
day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification
Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced
Whole Loan or Serviced REO Loan at a time when such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan was a Specially Serviced
Loan.


“Operating
Advisor”: [NAME OF OPERATING ADVISOR], or its successor in interest, or any successor Operating Advisor appointed as
herein provided.


“Operating
Advisor Annual Report”: As defined in Section 3.31(c) of this Agreement.


[“Operating
Advisor Consultation Event”: The occurrence of either (i) the aggregate Certificate Balance of the [HORIZONTAL RESIDUAL
INTEREST CLASSES] Certificates (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of any Class of HRR Certificates) is 25% or less of the initial aggregate Certificate Balance of the [HORIZONTAL
RESIDUAL INTEREST CLASSES] Certificates or (ii) a Control Termination Event has occurred and is continuing (or a Control Termination
Event would occur and be continuing if not for the last proviso in the definition of Control Termination Event).]


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to
$[_____] with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06
of this Agreement; provided, no such fee shall be payable unless paid by the related Borrower. The Operating Advisor may
in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower
if it determines that such full or partial waiver is in accordance with the






    	 	-78-	 



     


    



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. No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion
Loan or any Non-Serviced Whole Loan.


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


“Operating
Advisor Fee”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Distribution Date,
an amount per Interest Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving
effect to payments of principal on such Mortgage Loan on such Due Date). Such fee shall be in addition to, and not in lieu of,
any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated
in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor
Fee shall be payable from the Lower-Tier REMIC, including with respect to the AB Whole Loan. For the avoidance of doubt, no Operating
Advisor Fee shall accrue on the principal balance of, or be payable with respect to, any Subordinate Companion Loan, Serviced Pari
Passu Companion Loan or any Non-Serviced Whole Loan.


“Operating
Advisor Fee Rate”: For each Interest Accrual Period, a per annum rate equal to, (a) with respect to each
Mortgage Loan (other than any Non-Serviced Mortgage Loan and the [SERVICED LOAN] Mortgage Loan), [___]% and (b) with respect to
the [SERVICED LOAN] Mortgage Loan, [___]%.


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders [and the RR Interest Owner] and, with respect to any Serviced Whole
Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders [, the RR
Interest Owner] and Companion Holders constituted a single lender, taking into account the pari passu nature of any related
Pari Passu Companion Loan and the subordinate nature of any related Subordinate Companion Loan), and not to any particular class
of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without
regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its affiliates may have with
any of the underlying Mortgagors, property managers, any Sponsor, the Mortgage Loan Seller, the Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder, [the Risk Retention Consultation Party]
any Certificateholder or any of their respective affiliates.


“Operating
Advisor Surveillance 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.






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“Operating
Advisor Termination Event”: As defined in Section 7.07(a) of this Agreement.


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer
or the Master Servicer, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion
of counsel relating to (a) qualification of any Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions
on any income or property of any 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 or (d) a resignation
of the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of
counsel who is Independent of the Depositor, the Master Servicer and the Special Servicer.


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


“Originator”:
Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the
originator of such Mortgage Loan.


“Other 17g-5
Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing
Agreement relating to a Serviced Companion Loan. The Depositor shall inform the other parties hereto of the name and contact information
for any Other 17g-5 Information Provider existing as of the Closing Date. The name and contact information of any such Other 17g-5
Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall be entitled to conclusively
rely upon the information set forth on Schedule VIII until such party receives notice of any change thereto.


“Other Asset
Representations Reviewer”: The applicable other “asset representations reviewer” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


“Other Certificate
Administrator”: The applicable other “certificate administrator” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


“Other Depositor”:
The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan
or a Non-Serviced Companion Loan, as applicable.


“Other Indemnified
Parties”: As defined in Section 1.04 of this Agreement.


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






    	 	-80-	 



     


    





“Other Pooling
and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement relating to a Serviced
Companion Loan or a Non-Serviced Whole Loan, as applicable. The Other Pooling and Servicing Agreements related to the Trust as
of the Closing Date are (i) on and after the date on which the [SERVICED LOAN] Pari Passu Note A-2 is included in a securitization
trust, the pooling and servicing agreement related to the related Other Securitization and (ii) the [NON-SERVICED LOAN] Pooling
and Servicing Agreement (with respect to the [NON-SERVICED LOAN] Note A-2). On and after the [NON-SERVICED LOAN] Pari Passu Note
A-1 Securitization Date, the pooling and servicing agreement related to the related Other Securitization shall also be an Other
Pooling and Servicing Agreement related to the Trust.


“Other Securitization”:
Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion Loan or any successor
REO Loan with respect thereto. The initial Other Securitizations related to the Trust as of the Closing Date are (i) on and after
the date on which the [SERVICED LOAN] Pari Passu Note A-2 is included in a securitization trust, the related securitization in
connection with the [SERVICED LOAN] Pari Passu Note A-2 and (ii) the [NAME OF ISSUING ENTITY] securitization (with respect to the
[NON-SERVICED LOAN] Note A-2). On and after the [NON-SERVICED LOAN] Pari Passu Note A-1 Securitization Date, the related securitization
in connection with the [NON-SERVICED LOAN] Pari Passu Note A-1 shall also be an Other Securitization.


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


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


“Other Trust”:
The applicable trust created under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced
Companion Loan, as applicable.


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


“Owner Repurchase
Request”: As defined in Section 2.03(j)(i).


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


“P&I
Advance”: As to any Mortgage Loan (including the Trust Subordinate Companion Loan), any advance made by the Master Servicer
or the Trustee pursuant to Section 4.07 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 and without duplication, payment or reimbursement of
interest thereon at the Reimbursement Rate. Neither






    	 	-81-	 



     


    



the Master Servicer
nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan.


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


“P&I
Advance Determination Date”: With respect to any Distribution Date, the second Business Day prior to such Distribution
Date.


“Pari Passu
Loan Primary Servicing Fee Rate”: The “primary servicing fee rate” or “pari passu primary servicing
rate” (each as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other servicing fee
rate (other than those payable to the applicable Other Special Servicer) applicable to any Non-Serviced Mortgage Loan. The Pari
Passu Loan Primary Servicing Fee Rate for (A) the [NON-SERVICED LOAN] Mortgage Loan will be [___]%.


“Pass-Through
Rate”: With respect to each Class of Certificates set forth below, the following rates:


	
        Class
	
        Pass-Through
        Rate

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


With respect to the
Class [__] Regular Interest, the Class [__] Regular Interest Pass-Through Rate. With respect to the Class [__] Regular Interest,
the Class [__] Regular Interest Pass-Through Rate. With respect to the Class [__] Regular Interest, the Class [__] Regular Interest
Pass-Through Rate. The Class [PEZ] Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the
interest distributable on the Class [PEZ] Percentage Interest of the Class [PEZ] Regular Interests. With respect to each Class
of Lower-Tier Regular Interests (other than the Class L[___] Interest), the WAC Rate. With respect to the






    	 	-82-	 



     


    



Class L[___] Interest
and the [LOAN SPECIFIC CLASS]-NP Regular Interest, the [LOAN SPECIFIC CLASS] Pass-Through Rate. With respect to the [LOAN SPECIFIC
CLASS]-P Regular Interest, the AB Mortgage Loan Component Net Rate.


“Paying Agent”:
The paying agent appointed pursuant to Section 5.04 of this Agreement.


“PCAOB”:
The Public Company Accounting Oversight Board.


“Penalty
Charges”: With respect to any Mortgage Loan or Serviced Companion Loan (or successor REO Loan), any amounts collected
thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any
Yield Maintenance Charge and any Excess Interest.


“Percentage
Interest”: As to any Certificate (except the [ARD CLASS] and Class [R] Certificates), the percentage interest evidenced
thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (except the [ARD
CLASS] and Class [R] Certificates), the percentage interest is equal to the initial denomination of such Certificate divided by
the initial Certificate Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to any [ARD CLASS]
or Class [R] Certificate, the percentage interest is set forth on the face thereof. For these purposes on any date of determination,
the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange shall 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 shall be determined as if such Certificate was
not part of the related Class on the Closing Date and the initial Certificate Balance of the related Class of Exchangeable
Certificates shall 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.


“Performance
Certification”: As defined in Section 10.08 of this Agreement.


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


“Performing
Party”: As defined in Section 10.14 of this Agreement.


“Periodic
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the
scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding
any constant Periodic Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related
Mortgage Note. The Periodic Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on
the related Due Date had the related Mortgage Note not been discharged, determined as set forth in the preceding sentence and on
the assumption that all other amounts, if any, due thereunder are paid when due.






    	 	-83-	 



     


    





“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, regardless of whether issued by
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee 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 relating to the Certificates and Serviced Companion Loan Securities:


(A)    
direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States
or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United
States;


(B)    
repurchase agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such
obligations (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated
at least “[___]” by [___] and in the highest short term rating category by [___] and [___] (or, if not rated by [___],
an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___]), and the long term obligations
of which are rated at least “[___]” by [___] and “[___]” by [___] (or, in the case of any such Rating Agency,
such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan
Securities), (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term
obligations of which are rated at least “[___]” by [___] and in the highest short term rating category by [___] and
[___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___])),
or the long term obligations of which are rated at least “[___]” by [___] and “[___]” by [___] (or, in
the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates
and any Serviced Companion Loan Securities), (C) in the case of such investments with maturities of six months or less, but more
than three months, the short term obligations of which are rated at least “[___]” by [___] and in the highest short
term rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which
may include [___] and/or [___])) and the long term obligations of which are rated at least “[___]” by [___] and “[___]”
by [___] (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating
to the Certificates and any Serviced Companion Loan Securities), and (D) in the case of such investments with maturities of more
than six months, the short term obligations of which are rated at least “[___]” by [___] and in the highest short term
rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which
may include [___] and/or [___])) and the long term obligations of which are rated “[___]” by [___], “[___]”
by [___] and “[___]” (or the equivalent) by [___] (or, if not rated by [___], an equivalent (or higher) rating by any
two other NRSROs (which may include [___] and/or [___])) (or, in the case of any such Rating Agency, such






    	 	-84-	 



     


    



lower rating as
is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities);


(C)    
federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances
of any bank or trust company organized under the laws of the United States or any state thereof, (A) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated at least “[___]” by [___] and in
the highest short term rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two
other NRSROs (which may include [___] and/or [___])) or the long term obligations of which are rated at least “[___]”
by [___] and “[___]” by [___] (or, in the case of any such Rating Agency, such lower rating as is the subject of a
Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities), (B) in the case of such investments
with maturities of three months or less, but more than 30 days, the short term obligations of which are rated at least “[___]”
by [___] and in the highest short term rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher)
rating by any two other NRSROs (which may include [___] and/or [___])) and the long term obligations of which are rated at least
“[___]” by [___] and “[___]” by [___] (or, in the case of any such Rating Agency, such lower rating as
is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities), (C) in
the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which
are rated at least “[___]” by [___] and in the highest short term rating category by [___] and [___] (or, if not rated
by [___], an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___])) and the long term obligations
of which are rated at least “[___]” by [___] and “[___]” by [___] (or, in the case of any such Rating Agency,
such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan
Securities), and (D) in the case of such investments with maturities of more than six months, the short term obligations of which
are rated “[___]” by [___] and in the highest short term rating category by [___] and [___] (or, if not rated by [___],
an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___])) and the long term obligations
of which are rated “[___]” by [___], “[___]” by [___] and “[___]” (or the equivalent) by [___]
(or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___])) (or,
in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates
and any Serviced Companion Loan Securities);


(D)    
commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States jurisdiction) (A) in the case of such investments with maturities
of 30 days or less, the short term obligations of which






    	 	-85-	 



     


    



are rated at least
“[___]” by [___] and in the highest short term rating category by [___] and [___] (or, if not rated by [___], an equivalent
(or higher) rating by any two other NRSROs (which may include [___] and/or [___])), and the long term obligations of which are
rated at least “[___]” by [___] and “[___]” by [___] (or, in the case of any such Rating Agency, such lower
rating as is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities),
(B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations
of which are rated at least “[___]” by [___] and in the highest short term rating category by [___] and [___] (or,
if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which may include [___] and/or [___])), or the
long term obligations of which are rated at least “[___]” by [___] and “[___]” by [___] (or, in the case
of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates and
any Serviced Companion Loan Securities), (C) in the case of such investments with maturities of six months or less, but more than
three months, the short term obligations of which are rated at least “[___]” by [___] and in the highest short term
rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which
may include [___] and/or [___])) and the long term obligations of which are rated at least “[___]” by [___] and “[___]”
by [___] (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating
to the Certificates and any Serviced Companion Loan Securities), and (D) in the case of such investments with maturities of more
than six months, the short term obligations of which are rated at least “[___]” by [___] and in the highest short term
rating category by [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs (which
may include [___] and/or [___])) and the long term obligations of which are rated at least “[___]” by [___], “[___]”
by [___] and “[___]” (or the equivalent) by [___] (or, if not rated by [___], an equivalent (or higher) rating by any
two other NRSROs (which may include [___] and/or [___])) (provided, in the case of clauses (A), (B), (C) and (D), investments of
Escrow Payments in any Escrow Account must only be rated “[___]” by [___]) (or, in the case of any such Rating Agency,
such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan
Securities);


(E)     
units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant
net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the
Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is rated in the highest short-term unsecured debt ratings
category by each of [___] and [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs) and the
highest money market fund category by [___] (or, if not rated by [___], otherwise acceptable to [___] as confirmed in a Rating
Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities);






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(F)     
an obligation or security 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 (B) – (E) above, and is the subject of a Rating Agency Confirmation relating to the
Certificates and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth in the
applicable clause is not satisfied with respect to such obligation or security; and


(G)    
any other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of
a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating
Agency;


provided that
each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect
to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations,
(B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase
price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the
instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r”
highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described
hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original
maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of
a Permitted Investment described in clause (E) of this definition, a fixed interest rate or an interest rate that is
tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided,
further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the
REMIC Provisions).


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, customary title
agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection
with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case,
in accordance with Article III of this Agreement.


“Permitted
Transferee”: With respect to a Class [R] Certificate, any Person or agent thereof that is a Qualified Institutional Buyer,
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 any Trust REMIC to fail to
qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person,
(d) a Plan or any Person investing the assets of a Plan, (e) an entity treated as a domestic partnership for U.S. federal
income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is
(or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Person or (f) a U.S. Person
with respect to whom income on the Class [R] Certificate is attributable to a fixed base or foreign permanent establishment, within
the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.






    	 	-87-	 



     


    





“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 5.02(k) of this Agreement.


“Pooled Lower-Tier
Regular Interests”: All Lower-Tier Regular Interests other than the Class L[____] Interest.


“Pooled Regular
Certificates”: All Classes of Regular Certificates other than the [LOAN SPECIFIC CLASS] Certificates.


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


“Prepayment
Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective
Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.


“Prepayment
Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans [or
Subordinate Companion Loan] serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as
to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer
or Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the
month of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage
Rate for such Mortgage Loans or Serviced Companion Loans on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth in
the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard
to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan [or Subordinate Companion Loan] serviced
by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s
interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the
Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Determination
Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount
of interest that would have accrued at the Net Mortgage Rate (or with respect to the Trust Subordinate Companion Loan, the Trust
Subordinate Companion Loan Component Net Rate) for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal
Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of which
such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the
unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding
such Due Date (without regard to any






    	 	-88-	 



     


    



Prepayment Premium,
Yield Maintenance Charge or Excess Interest actually collected). Any Prepayment Interest Shortfall for an AB Whole Loan, if any,
for each Distribution Date, shall be allocated to the [LOAN SPECIFIC CLASS] Certificates (and to the Class L[____] Interest and
the [LOAN SPECIFIC CLASS]-NP Regular Interest) and among the Pooled Regular Certificates (other than the Exchangeable Certificates),
and the [PEZ] Regular Interests and the Pooled Lower-Tier Regular Interests and the [LOAN SPECIFIC CLASS]-P Regular Interest as
set forth in Section 4.01A(e).


“Prepayment
Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage
Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect of principal or interest,
which is intended to compensate the holder of the related Mortgage Note for prepayment.


“Pricing
Date”: [________], 20[__].


“Primary
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B
to this Agreement.


“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 and the Special Servicer with regard
to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


“[Aggregate]
Principal Distribution Amount”: For any Distribution Date, an amount equal to (i) the sum of the following amounts
(without duplication) (but excluding any amounts received or advanced with respect to the Trust Subordinate Companion Loan):


(a)               
the [Aggregate] Principal Shortfall for such Distribution Date;


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


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


provided, that
the [Aggregate] Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of
any reimbursements of:


(A)            
Nonrecoverable Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related
Other Pooling and Servicing Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable
Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been






    	 	-89-	 



     


    



included in the
[Aggregate] Principal Distribution Amount for such Distribution Date; and


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


provided that,
in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the [Aggregate] Principal
Distribution Amount for the Distribution Date related to the period in which such recovery occurs.


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


“Principal
Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced 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.


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


“Private
Certificate”: Each of the Class [__], [LOAN SPECIFIC CLASS], [ARD CLASS] and Class [R] Certificates.


“Private
Global Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect
to the Private Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


“Private
Placement Memorandum”: Means the Private Placement Memorandum, dated [________], 20[__], pursuant to which the Private
Certificates will be offered for sale.


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


“Privileged
Information”: Any (i) correspondence or other communications between a Directing Certificateholder [or the Risk
Retention Consultation Party] and the Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded
Loan) or the exercise of the consent or consultation rights of a Directing Certificateholder under this Agreement or any related
Intercreditor Agreement [or the consultation rights of the Risk Retention Consultation Party under this Agreement], (ii) strategically
sensitive information that






    	 	-90-	 



     


    



the Special Servicer
has appropriately labeled and reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations
with the related Borrower or other interested party, and (iii) 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, arbitration
parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted
Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the
Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the
Master Servicer, the Special Servicer, the Directing Certificateholder with respect to such Mortgage Loan (other than with respect
to any applicable Excluded Loan), the Operating Advisor, the Asset Representations Reviewer, Certificate Administrator and the
Trustee), required by 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 Excluded Special Servicer, the Directing Certificateholder (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 Loan Noteholder who provides an Investor Certification, any Person who provides
the Certificate Administrator with an Investor Certification (including the Directing Certificateholder, the Directing Certificateholder[,
the Risk Retention Consultation Party and the RR Interest Owner]) and any NRSRO (including any Rating Agency) that provides the
Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website; provided, that in no event may a Borrower Party (other than a Borrower
Party that is [the Risk Retention Consultation Party or] a Special Servicer) be entitled to receive (i) if such party is the Directing
Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access will only
be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing Certificateholder
or any Controlling Class Certificateholder, any information other than the Distribution Date statement.


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide
any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged






    	 	-91-	 



     


    



Property or (C) to
its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii)
shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above; provided, further, that nothing in this Agreement shall be construed as
an obligation of the Master Servicer or the Certificate Administrator to restrict the Special Servicer’s access to any information
on the Master Servicer’s Internet website or the Certificate Administrator’s Website and in no case shall the Master
Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information
relating to the Excluded Special Servicer Loans; provided, further, however, that any Excluded Controlling
Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(j) of this Agreement
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder
via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer
or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary herein, neither the Master Servicer
nor the Certificate Administrator shall have any obligation to restrict access by the Special Servicer or any Excluded Special
Servicer to any information related to any Excluded Special Servicer Loan.


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


“Property
Protection Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a),
Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c),
Section 3.16(c) or Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing
Advance or as a cost or expense of the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced Companion Loan Noteholders
but subject to the provisions of Section 1.02(e)) or the Loan Specific REMIC, the Lower-Tier REMIC or Upper-Tier REMIC
to be paid out of the Collection Account.


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


“Prospectus”:
[The Depositor’s Prospectus dated [________], 20[__], as supplemented by the Free Writing Prospectus dated [________], 20[__],
relating to the offering of the Publicly Offered Certificates.]


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


“PTCE”:
Prohibited Transaction Class Exemption.


“Publicly
Offered Certificates”: Each of the Class [__] and Class [__] Certificates.






    	 	-92-	 



     


    





“Publicly
Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly
Offered Certificates is registered in the name of the Depository.


“Purchase
Price”: With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e)
or Section 9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to
Section 3.16 of this Agreement or (iii) any Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan to be sold
by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the
Master Servicer or the Special Servicer, as applicable, equal to:


(a)               
the outstanding principal balance of such Mortgage Loan and any related Trust Subordinate Companion Loan (or related REO
Loan) as of the date of purchase; plus


(b)              
all accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time to but not
including the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, but
excluding any Default Interest or Excess Interest; plus


(c)               
all related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate,
and all Special Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan,
unpaid fees payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such
Mortgage Loan); plus


(d)              
any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan or Specially
Serviced Loan; plus


(e)               
all Additional Trust Fund Expenses allocable to such Mortgage Loan; plus


(f)               
if such Mortgage Loan (or related REO Loan) is being purchased or substituted by a Mortgage Loan Seller pursuant to the
related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of
this definition, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator, the Asset Representations Reviewer and the Trustee in respect of the Breach
or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase
obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable
Serviced Whole Loan Collection Account, as applicable, plus accrued and unpaid interest thereon at the Reimbursement Rate, to the
extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer
or the Trustee; provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders
or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such
Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to
Section 2.03(j) hereof.






    	 	-93-	 



     


    





For purposes of this Agreement,
(i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan
Seller shall be the purchase price paid by the related Mortgage Loan Seller under the related Other Pooling and Servicing Agreement
or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Whole Loan, the
term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans.


“Qualified
Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States
or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as
to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master
Servicer or the Special Servicer, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests
in the Master Servicer or the Special Servicer, as applicable.


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


“Qualified
Insurer”: As used in Section 3.08 of this Agreement,


(i) in
the case of each Mortgage Loan or Serviced Whole Loan, 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 (a) at least “[___]”
by [___] (or, if not rated by [___], an equivalent rating by (x) at least two NRSROs (which may include [___],[___] and/or
[___]) or (y) one NRSRO (which may include [___],[___] and/or [___]) and A.M. Best), (b) at least “[___]” by [___]
(or, if not rated by [___], at least “[___]” by [___]) and (c) at least “[___]” by [___] (or, if not rated
by [___], an equivalent (or higher) rating by any two other NRSROs (which may include [___],[___] and/or [___])), and


(ii) in
the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d)
of this Agreement, (a) a company that shall have a claim paying ability rated at least equal to any one of the following:
(1) “[___]” or better by [___], (2) “[___]” or better by [___], (3) “[___]” or better by [___],
(4) “[___]” by [___] or (5) “[___]” or better by A.M. Best, or, in the case of clauses (i) and (ii), such
other rating as to which the related Rating Agency (and, if applicable, the related Serviced Companion Loan Rating Agency) has
provided a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities (subject to the foregoing
exceptions).


“Qualified
Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code (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
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate






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


“Qualified
Substitute Mortgage Loan”: A mortgage loan which must, on the date of substitution: (i) have an outstanding Stated
Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of
substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as of the Due
Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate
of the Removed Mortgage Loan; (iii) have the same Due Date and a grace period no longer than that of the Removed Mortgage
Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and
the actual number of days elapsed); (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 Removed Mortgage Loan; (vi) have a then-current loan to value ratio
equal to or less than [the lesser of (i)] the loan to value ratio for the Removed Mortgage Loan as of the Closing Date [and (ii)
[____]%, in each case] using the “value for the Mortgaged Property as determined using an MAI appraisal; (vii) comply
as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase
Agreement; (viii) have an Environmental Report that indicates no material adverse environmental conditions with respect to
the related Mortgaged Property and that 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 (i)] the original Debt Service Coverage Ratio of the Removed Mortgage
Loan as of the Closing Date [and (ii) [____]x]; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code; (xi) not have a maturity date or an amortization period that extends to a date that is after the date that is two years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the replaced Mortgage Loan;
(xiii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee have received prior
Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage
Loan Seller (provided that no such confirmation from any Rating Agency shall be required with respect to any Serviced






    	 	-95-	 



     


    



Companion Loan Securities);
(xiv) have been approved, so long as no Control Termination Event has occurred and is continuing, by the Directing Certificateholder;
(xv) prohibit defeasance within two years after the Closing Date; (xvi) not be substituted for a Removed Mortgage Loan
if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC other
than a tax on income expressly permitted or contemplated to be received 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 one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and the rates described in clauses (ii)
through (xviii) above and the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided that no individual Mortgage Rate shall be lower than the
highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the WAC Rate) of any Class of Sequential Pay Certificates
(other than the Classes of Exchangeable Certificates) or any Class [PEZ] Regular Interest having an outstanding Certificate Balance
(or, with respect to an AB Whole Loan, the Pass-Through Rate of the [LOAN SPECIFIC CLASS] Certificates. When a Qualified Substitute
Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan
meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trustee and, for so long as no Consultation Termination Event has occurred, the
Directing Certificateholder.


“Rated Final
Distribution Date”: The Distribution Date in [______] 20[__]. The Class [R] Certificates will not have a Rated Final
Distribution Date.


“Rating Agency”:
Any of [______], [______], [______] or [______]; provided, that with respect to any matter affecting a Non-Serviced Mortgage
Loan or any Serviced Whole Loan, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced
Companion Loan Securities related to such Serviced Whole Loan or securities related to such Non-Serviced Mortgage Loan, as applicable.


“Rating Agency
Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by
the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates are rated
by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency. With respect to any matter affecting
any Serviced Pari Passu Companion Loan, any Rating Agency Confirmation shall also refer to the nationally recognized statistical
rating organizations then rating the securities representing an interest in such loan and such rating organizations’ respective
ratings of such securities.






    	 	-96-	 



     


    

“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.


“Real Property”:
Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural
components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) [the Non-RRI Percentage of] the Stated
Principal Balance (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 in the Mortgage Pool 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) of the Sequential Pay Certificates (other than
the Exchangeable Certificates) and the Class [PEZ] Regular Interests, after giving effect to distributions of principal on such
Distribution Date, is less than (ii) the aggregate Certificate Balance of the Sequential Pay Certificates (other than the
Exchangeable Certificates) and the Class [PEZ] Regular Interests after giving effect to distributions of principal on that Distribution
Date, immediately following the Determination Date preceding such Distribution Date.


“Reassignment
of Assignment of Leases, Rents and Profits”: As defined in Section 2.01(a)(viii) of this Agreement.


“Record Date”:
With respect to each Distribution Date, the close of business on the [last Business Day of the calendar month preceding the month
in which such Distribution Date occurs.]


“Regular
Certificates”: The Class [___] and Class [___] Certificates.


“Regular
Interests”: The Class [PEZ] Regular Interests.


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


“Regulation D”:
Regulation D under the Act.


“Regulation S”:
Regulation S under the Act.


“Regulation
S Global Certificate”: Each of the Class [___] and Class [___] Certificates issued as such on the Closing Date.


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


“Regulation
S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.






    	 	-97-	 



     


    





“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.21(e) and P&I Advances in accordance with Section 4.07(h), which rate per annum shall equal the Prime Rate.
[Interest at the Reimbursement Rate will accrue from (and including) the date on which the related Advance is made or the related
expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage Loan as
to which such Advances were made or servicing expenses incurred or the first Master Servicer Remittance Date after a determination
of non-recoverability, as the case may be, is made, provided that such interest at the Reimbursement Rate will continue
to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance.]


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


	
        Related
        Certificates or RR
 Interest
	 	
        Related
        Uncertificated

        Lower-Tier Interest

	Class [__] Certificates	 	Class [___] Uncertificated Interest
	RR Interest	 	RRI


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement).
For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some
of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant
engaged by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing
Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing
Function Participant based on the functions it has been engaged to perform.


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


“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.


“Removed
Mortgage Loan”: A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which
one or more Qualified Substitute Mortgage Loans are substituted.






    	 	-98-	 



     


    





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


(a)               
except as provided in Section 856(d)(4) of the Code or (6), any amount received or accrued, directly or indirectly,
with respect to such Serviced 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);


(b)              
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 Sections 856(d)(2)(B) and (d)(5)
of the Code;


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


(d)              
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 Serviced REO Property within the meaning of Treasury Regulations
Section 1.856-4(b)(1) (whether or not such charges are separately stated); and


(e)               
rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of
such Serviced 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”:
As defined in Section 3.15(b) of this Agreement.


“REO Loan”:
Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which the related Mortgaged Property
has become an REO Property.


“REO Proceeds”:
With respect to any Serviced REO Property and the related Serviced REO Loan, all revenues received by the Special Servicer with
respect to such Serviced REO Property or Serviced REO Loan which do not constitute Liquidation Proceeds.


“REO Property”:
A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure,
deed in lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s beneficial interest
in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.


“Replacement
Mortgage Loan”: Any Qualified Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.






    	 	-99-	 



     


    





“Reporting
Servicer”: As defined in Section 10.12 of this Agreement.


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


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


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


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


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


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


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E
to this Agreement.


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


“Requesting
Holders”: As defined in Section 4.08(b) 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 SATISFY RISK
RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


“Required
[20% ORIGINATOR] Retention Amount”: [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING RETAINED BY [20% ORIGINATOR]
IN PARTIAL SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH
THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


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


“Reserve
Accounts”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, reserve
accounts, if any, established pursuant






    	 	-100-	 



     


    

to the Mortgage or
the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve
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 Whole Loan and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted
to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or
for the purposes set forth under the related Loan Documents for the related Mortgage Loan or Serviced Whole Loan.


“Residual
Certificates”: The Class [R] Certificates, collectively.


“Resolution
Extension Period” shall mean:


(a)               
for purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of
the applicable Initial Resolution Period;


(b)              
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is not a Specially Serviced Loan at
the commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period
commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th
day following the end of such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s
receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with
respect to such Mortgage Loan subsequent to the end of such Initial Resolution Period;


(c)               
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a not a Specially Serviced Loan
as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such
Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including,
the 90th day following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s
receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event;
and


(d)              
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of
the commencement of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage
Loan Seller did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer
Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to
have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.


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






    	 	-101-	 



     


    

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


“Responsible
Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or
the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, 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, in the case
of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears
on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such
list may from time to time be amended.


“Restricted
Certificate”: As defined in Section 5.02(k) of this Agreement.


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


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


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


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


“Risk Retention
Allocation Percentage” A fraction, expressed as a percentage, equal to the RRI Percentage divided by the Non-RRI Percentage.


[“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the RR Interest Owner from
time to time. The Depositor shall promptly provide the name and contact information for the initial Risk Retention Consultation
Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information
provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity






    	 	-102-	 



     


    

of the Risk Retention
Consultation Party has not changed until such parties receive written notice of (including the identity and contact information
for) a replacement of the Risk Retention Consultation Party from the RR Interest Owner (as confirmed by the Certificate Registrar).
The initial Risk Retention Consultation Party shall be [ENTITY NAME].]


“Risk Retention
Rule”: Regulation RR, 12 C.F.R. Part 244.


“RR Interest”:
An uncertificated interest in the Trust representing the right to receive the RRI Percentage of all amounts collected on the Mortgage
Loans, net of all expenses of the Trust, and distributable on each Distribution Date to Holders of Certificates (other than to
the Class R or Class S Certificates) and to the RR Interest Owner (i.e., representing the right to receive the Risk Retention
Allocation Percentage of all amounts distributable on each Distribution Date to the Holders of the Regular Certificates). The RR
Interest (exclusive of Excess Interest) evidences (i) a “regular interest” in the Upper-Tier REMIC for purposes of
the REMIC Provisions and (ii) beneficial ownership of a portion of the Class S Grantor Trust Assets. For the avoidance of doubt,
the parties hereto agree not to treat the RR Interest as a security under applicable law.


“RR Interest
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the RRI Percentage of
the Available Funds for such Distribution Date and (ii) the RR Interest Gain-on-Sale Remittance Amount.


“RR Interest
Balance”: With respect to the RR Interest (i) on or prior to the first Distribution Date, an amount equal to the
Original RR Interest Balance as specified in the Preliminary Statement hereto and (ii) as of any date of determination after
the first Distribution Date, the RR Interest Balance on the Distribution Date immediately prior to such date of determination after
giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a)(i), (ii)
and (iii), (b) any RR Interest Realized Losses allocated to the RR Interest on such Distribution Date, and (c) any
recoveries on the Mortgage Loans of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the RR Interest Principal
Distribution Amount, which recoveries are allocated to the RR Interest and added to the RR Interest Balance.


“RR Interest
Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product of (A) the
Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to Certificateholders pursuant to
Section 4.01(a)[__], [__] and [__] on such Distribution Date.


“RR Interest
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the RR Interest
Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the RR Interest Gain-on-Sale
Reserve Account pursuant to Section 4.01(f)(ii).


[“RR Interest
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.05(e) on behalf of the Trustee for the benefit of the
RR Interest Owner, which shall be entitled “[CERTIFICATE ADMINISTRATOR], as Certificate






    	 	-103-	 



     


    

Administrator, on
behalf of [TRUSTEE], as Trustee, for the benefit of the RR Interest Owner under the Pooling and Servicing Agreement for the [TRUST]
[TRANSACTION DESIGNATION], RR Interest Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a
subaccount of an Eligible Account.]


“RR Interest
Owner”: The Person who owns the RR Interest, as identified to the Certificate Administrator in writing. At any time,
there shall be only one RR Interest Owner. [______], is the RR Interest Owner as of the Closing Date. Until it receives notice
to the contrary in the form of both Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.02(n), the Certificate
Administrator shall be entitled to rely on the preceding sentence with respect to the identity of the RR Interest Owner and, thereafter,
the Certificate Administrator shall be entitled to rely on the most recent notification in the form of notice of the new owner
and submission of both Exhibit D-3 and Exhibit D-4 hereto pursuant to Section 5.02(n) with respect to the
identity of the RR Interest Owner.


“RR Interest
Principal Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Certificateholders
pursuant to Section 4.01(a)[__], [__] and [__] on such Distribution Date.


“RR Interest
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


“RR Interest
Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the
RRI Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition 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(a)(iv) to the extent such Workout-Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion
allocable to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date,
is less than (ii) the RR Interest Balance after giving effect to distributions of principal on such Distribution Date.


“RR Interest
Realized Loss Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest on reimbursed
Realized Losses distributed to the Certificateholders pursuant to Section 4.01(a)[__], [__] and [__]
on such Distribution Date.


“RRI Percentage”:
[5.00]%.


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Global Certificate”: Each of the Class [__] and Class [__] Certificates issued as such on the Closing Date.


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






    	 	-104-	 



     


    

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


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


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


“Sarbanes
Oxley Certification”: As defined in Section 10.08 of this Agreement.


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


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.07 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Borrower as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period
ending after the related Determination Date, the related Due Date or last day of such grace period, as applicable, to the extent
received by the Master Servicer as of the Business Day preceding the Business Day the Master Servicer Remittance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.07 in respect of such Distribution Date, and
(b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending after the related Determination
Date, the related Due Date or last day of such grace period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the Master Servicer Remittance Date), and to the extent not included in clause (a) above.


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


“Securities
Legend”: As defined in Section 5.02(c)(iii) of this Agreement.


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


“Sequential
Pay Certificate”: The Class [__] and Class [__] Certificates.






    	 	-105-	 



     


    

“[SERVICED
LOAN] Companion Loans”: As defined in the Preliminary Statement.


“[SERVICED
LOAN] Whole Loan”: The [SERVICED LOAN] Companion Loan, together with the [SERVICED LOAN] Mortgage Loan. References herein
to the [SERVICED LOAN] Whole Loan shall be construed to refer to the aggregate indebtedness under the [SERVICED LOAN] Pari Passu
Note A-[_], the [SERVICED LOAN] Pari Passu Note A-2 [and] the [SERVICED LOAN] Pari Passu Note A-3.


“[SERVICED
LOAN] Mortgage Loan”: As defined in the Preliminary Statement.


“[SERVICED
LOAN] Pari Passu Note A-1”: The promissory note designated as note A-1, which evidences a portion of the [SERVICED
LOAN] Whole Loan. The [SERVICED LOAN] Loan Pari Passu Note A-1 is included in the Trust and is pari passu in right of payment
to the [SERVICED LOAN] Pari Passu Note A-2, as set forth in the related Intercreditor Agreement.


“[SERVICED
LOAN] Pari Passu Note A-2”: The promissory note designated as note A-2, which evidences a portion of the [SERVICED
LOAN] Whole Loan. The [SERVICED LOAN] Pari Passu Note A-2 is not included in the Trust and is pari passu in right of payment
to the [SERVICED LOAN] Pari Passu Note A-1. As of the Closing Date, the [SERVICED LOAN] Pari Passu Note A-2 is held by [NAME OF
LOAN SELLER].


“Serviced
AB Whole Loan”: The [________] Whole Loans.


“Serviced
Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage loan not included in the Trust that is
serviced under this Agreement and that is generally (a) payable on a pari passu basis with the related Mortgage Loan
included in the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right of payment
to the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The [SERVICED
LOAN] are the Serviced Companion Loans.


“Serviced
Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of
a Serviced Companion Loan or Serviced REO Loan as to which any Serviced Companion Loan Securities exist, confirmation in writing
(which may be in electronic form) by each applicable Serviced 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 such Serviced Companion Loan Rating Agency);
provided that upon receipt of a written waiver or other acknowledgment from a Serviced Companion Loan Rating Agency indicating
its decision not to review or declining to review the matter for which the Serviced Companion Loan Rating Agency Confirmation is
sought (such written notice, a “Serviced Companion Loan Rating Agency Declination”), or as otherwise provided
in Section 3.30 of this Agreement, the requirement for the Serviced Companion Loan Rating Agency Confirmation from
the applicable Serviced Companion Loan Rating Agency with respect to such matter shall not apply.






    	 	-106-	 



     


    

“Serviced
Companion Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced Companion
Loan is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices or other
information required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion Loan
Noteholder” shall also include the related Other Servicer.


“Serviced
Companion Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.


“Serviced
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.


“Serviced
Companion Loan Securities”: With respect to any Serviced Companion Loan so long as the related Mortgage Loan or any successor
Serviced REO Loan is part of the Mortgage Pool, any class of securities backed by such Serviced Companion Loan. Any reference herein
to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced
Companion Loans.


“Serviced
Companion Loan Service Provider”: With respect to any Serviced Pari Passu Companion Loan that has been deposited into
a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person
that makes principal and/or interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing
Agreement.


“Serviced
Mortgage Loan”: Each of (a) the [SERVICED WHOLE LOAN] Mortgage Loan[ and (b) [__________] Mortgage Loan, as applicable].


“Serviced
Pari Passu Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage note not included in the Trust
that is serviced under this Agreement and that is generally payable on a pari passu basis with the related Mortgage Loan
included in the Trust to the extent set forth in the related Intercreditor Agreement. The [SERVICED PARI PASSU WHOLE LOAN] are
the only Serviced Pari Passu Companion Loans.


“Serviced
Pari Passu Companion Loan Noteholder”: Any holder of a Serviced Pari Passu Companion Loan.


“Serviced
Pari Passu Whole Loan”: Any Whole Loan serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.
References herein to a Serviced Pari Passu Whole Loan shall be construed to refer to the aggregate indebtedness under the related
notes. The [SERVICED PARI PASSU WHOLE LOAN] is the only Serviced Pari Passu Whole Loan.


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.






    	 	-107-	 



     


    

“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced
Subordinate Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage note not included in the Trust
that is serviced under this Agreement and that is generally subordinated in right of payment to the related Mortgage Loan included
in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Serviced Subordinate Companion Loans
related to the Trust.


“Serviced
Whole Loan”: Any Whole Loan serviced under this Agreement that is divided into one or more notes, which includes a mortgage
note that is included in the Trust and (a) one or more Subordinate Companion Loans not included in the Trust, (b) one or more
Trust Subordinate Companion Loans included in the Trust and/or (c) one or more pari passu mortgage notes not included
in the Trust. References herein to a Serviced Whole Loan shall be construed to refer to the aggregate indebtedness under the related
notes. The [SERVICED PARI PASSU LOAN] and [AB WHOLE LOAN] are the only Serviced Whole Loans.


“Serviced
Whole Loan Collection Account”: With respect to each Serviced Whole Loan, the separate account or sub-account created
and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the
related Serviced Companion Loan Noteholders, which shall be entitled “[NAME OF MASTER SERVICER], as Master Servicer, on behalf
of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., [NAME OF ISSUING
ENTITY] Commercial Mortgage Pass-Through Certificates, Serviced Whole Loan Collection Account.” Amounts in any Serviced Whole
Loan Collection Account applicable to the related Serviced Companion Loans shall not be assets of the Trust Fund, but instead shall
be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced
Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account
(including a sub-account of the Collection Account).


“Serviced
Whole Loan Remittance Amount”: For each distribution date that a Master Servicer is required to make a distribution to
a Serviced Companion Loan Noteholder pursuant to Section 3.05(h) and with respect to each Serviced Whole Loan and related
Mortgaged Property (if it becomes a Serviced REO Property), any amount received by the Master Servicer (or, with respect to a Serviced
REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Companion Loan Noteholder(s)
pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.


“Serviced
Whole Loan REO Account”: As defined in Section 3.15(b) of this Agreement.


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


“Service(s)(ing)”:
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the






    	 	-108-	 



     


    

definition of “servicer”
set forth in Item 1101 of Regulation AB and is referenced in 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.


“Servicer
Termination Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.


“Servicing
Advance”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan or the AB Whole Loan, the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable),
other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or
as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each of such clause (a)
and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations
set forth in Section 3.04, (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining
any Insurance Proceeds and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of
any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection
with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan or Trust Subordinate Companion
Loan under the related Intercreditor Agreement or this Agreement.


“Servicing
Compensation”: With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest Excess, if any,
and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.


“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, the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari
Passu Companion Loan and for any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the
respective Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage Loan, the
AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan as of the Due Date in the immediately
preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan, the AB Mortgage Loan, the Trust
Subordinate Companion Loan or Serviced Pari Passu Companion Loan on such Due






    	 	-109-	 



     


    

Date). The Servicing
Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of
doubt, with respect to any Subordinate Companion Loan, unless otherwise agreed upon with the holder of the related Subordinate
Companion Loan, no Servicing Fee shall accrue or be payable on the principal balance thereof, and with respect to each Mortgage
Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC, including with respect to the AB Whole Loan.


“Servicing
Fee Amount”: With respect to the Master Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion
Loan, (a) the Stated Principal Balance of such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or
Serviced Pari Passu Companion Loan as of the end of the immediately preceding Collection Period and (b) the difference between
the Servicing Fee Rate for such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu
Companion Loan over the servicing fee rate (if any) applicable to such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate
Companion Loan or Serviced Pari Passu Companion Loan as specified in any Sub-Servicing Agreement related to such Mortgage Loan,
the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan. With respect to each Sub-Servicer
and any date of determination, the aggregate of the products obtained by multiplying, for each Mortgage Loan, the AB Mortgage Loan,
the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan serviced by such Sub-Servicer, (a) the Stated Principal
Balance of such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan
as of the end of the immediately preceding Collection Period and (b) the servicing fee rate specified in the related Sub-Servicing
Agreement for such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan or the Serviced Pari Passu Whole Loan.


“Servicing
Fee Rate”: (A) With respect to each Mortgage Loan (with respect to the AB Whole Loan, excluding the Trust Subordinate
Companion Loan), the sum of the Master Servicing Fee Rate and the related Primary Servicing Fee Rate, if any, which rates per
annum are set forth on Exhibit B to this Agreement, (B) with respect to each Serviced Pari Passu Companion Loan,
the related Primary Servicing Fee Rate and (C) with respect to the Trust Subordinate Companion Loan, [___]%.


“Servicing
File”: As defined in the related Mortgage Loan Purchase Agreement.


“Servicing
Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122 of Regulation
AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less
of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing
activity, as provided for under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant
retained by any Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant
in connection with its servicing obligations under this Agreement.






    	 	-110-	 



     


    

“Servicing
Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible
for, the administration and servicing of the Mortgage Loans and/or Serviced Companion Loans, or this Agreement and also, with respect
to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge
of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer,
such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee 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 (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage
Loans) and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially
Serviced Loans (other than any Non-Serviced Mortgage Loans) and Serviced REO Loans), to diligently service and administer the applicable
Mortgage Loans (other than any Non-Serviced Mortgage Loans) or Serviced Whole Loans, Specially Serviced Loans (other than any Non-Serviced
Mortgage Loans) and Serviced REO Loans for which each is responsible in the best interests of and for the benefit of all of the
Certificateholders [and the RR Interest Owner] and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders constituted a single lender
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise
of its reasonable judgment) in accordance with applicable law, the terms of this Agreement, the applicable Loan Documents and any
related Intercreditor Agreement, and to the extent not inconsistent with the foregoing, in accordance with the higher of the following
standards of care:


(a)               
the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and


(b)              
the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be,
services and administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may
be


In either case, with
a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Whole Loans
or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal and interest on a net present value
basis (determined in accordance with the Loan Documents or, if the Loan Documents are silent, at the Calculation Rate) on the applicable
Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust[, the RR Interest Owner] and the Certificateholders
and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a collective whole as if such
Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any
Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the pari passu or






    	 	-111-	 



     


    

subordinate nature
of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment in either case, giving due consideration to the customary and usual standards of practice of prudent institutional commercial,
multifamily and manufactured housing community mortgage loan servicers, but without regard to any potential conflict of interest
arising from (a) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of
the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage Loan Seller, any other party to this
Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or any interest in any Non-Serviced Companion
Loan, Serviced Companion Loan or any mezzanine loan related to a Mortgage Loan by the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof; (c) the Master Servicer’s obligation to make Advances; (d) the Master
Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder
or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage
loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer
or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation,
any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or Special
Servicer, as the case may be, or any of its affiliates may have; (h)  any obligation of the Master Servicer, the Special Servicer
or one of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer
or the Special Servicer or one of their respective affiliates is a Mortgage Loan Seller).


“Servicing
Transfer Event”: An event specified in the definition of Specially Serviced Loan.


“Significant
Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage
Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance
as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group
of cross collateralized and/or cross defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage
Pool (by principal balance as of the Cut-off Date). The Mortgaged Property securing the Mortgage Loan identified on the Mortgage
Loan Schedule as [SERVICED LOAN] constitutes the only Significant Obligor related to the Trust.


“Significant
Obligor NOI Quarterly Filing Deadline”:  With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is 15 days after the Distribution Date occurring on or immediately following the 45th day
after the end of such calendar quarter.


“Significant
Obligor NOI Yearly Filing Deadline”:  With respect to each calendar year, the date that is the 90th day after the
end of such calendar year.


“Similar
Law”: As defined in Section 5.02(k) of this Agreement.






    	 	-112-	 



     


    


“Small Loan
Appraisal Estimate”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of
the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special Servicer.


“Sponsor”:
[IDENTIFY THE SPONSOR OF THE SECURITIZATION FOR RISK RETENTION].


“Sole Certificateholder”:
Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates (including Certificates
with Certificate Balances that have been actually or notionally reduced by any Realized Losses or Appraisal Reduction Amounts,
but excluding the Class [R] Certificates) or an assignment of the Voting Rights thereof; provided, that the Certificate
Balances of the Class [__] and Class [__] Certificates and the Class [PEZ] Regular Interests have been reduced to zero; provided,
further, that if the Holders of the Class [__] Certificates have assigned all of the Voting Rights of the Class [__]
Certificates to the Holder of 100% of the then outstanding Class [__], Class [__], Class [__] and Class [__] Certificates,
then “Sole Certificateholder” shall mean the Holder of 100% of the Class [__], Class [__] and Class [__]
Certificates.


“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(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 3.22(e) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights
of the Certificates to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and
(d) notice transmitted to Certificateholders pursuant to Section 3.22(c) of this Agreement.


“Special
Servicer”: [NAME OF SPECIAL SERVICER], or its successor in interest, or any successor special servicer appointed as provided
herein.


“Special
Servicer Exception Report”: As defined in Section 2.01(e) of this Agreement.


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


“Special
Servicer Termination Event”: As defined in Section 7.01(b) of this Agreement.


“Special
Servicing Compensation”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be
due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.


“Special
Servicing Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each calendar month (or portion
thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same






    	 	-113-	 



     


    

interest accrual methodology
that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied by the Stated Principal Balance
of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal on such Specially Serviced
Loan or Serviced REO Loan on such Due Date) in the Collection Period prior to such Distribution Date (or, in the event that a Principal
Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation Proceeds has occurred
with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not a Due Date, on the basis of the actual
number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Proceeds event in a month consisting of 30 days). For the avoidance of doubt, the Special Servicing
Fee shall be deemed to be paid from the Loan Specific REMIC with respect to the AB Whole Loan and the Lower-Tier REMIC with respect
to the Mortgage Loans.


“Special
Servicing Fee Rate”: A rate equal to [__]% per annum.


“Specially
Serviced Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Companion Loan with respect to which:


(a)               
either (i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default
shall have occurred on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage
Loan or Serviced Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or Serviced
Companion Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred
with respect to the related Balloon Payment; provided, that if (A) the related Borrower is diligently seeking a refinancing
commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Certificateholder (but only if no Consultation Termination Event has occurred) within 30 days
after such default), (B) the related Borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing
Transfer Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan and (D) for so long as no
Control Termination Event has occurred and is continuing, the Directing Certificateholder consents, a Servicing Transfer Event
will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with
the Loan Documents, this Agreement and any related Intercreditor Agreement; and provided, further, if the related
Borrower delivers to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor
and the Directing Certificateholder (but only if no Consultation Termination Event has occurred), on or before the 60th day after
the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and such Borrower continues
to make its Assumed Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to that Mortgage
Loan or Serviced Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related
Maturity Date or extended Maturity Date and (2) the termination of the refinancing commitment;






    	 	-114-	 



     


    

(b)              
any Periodic Payment (other than a Balloon Payment), or any amount due on a monthly basis as an Escrow Payment or reserve
funds, is 60 days or more delinquent;


(c)               
the Master Servicer or Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no
Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder and, with respect
to any Serviced Whole Loan, in consultation with the related Serviced Companion Loan Noteholders to the extent provided for in
the related Intercreditor Agreement) determines in its reasonable business judgment, exercised in accordance with the Servicing
Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable
or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability
of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan or Serviced Companion
Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case,
would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days)
and is not likely to be cured by the related Borrower within 60 days or, except as provided in clause (a)(ii) above,
in the case of a Balloon Payment, for at least 30 days;


(d)              
the related Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs;


(e)               
the related Borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Borrower of or relating to all or substantially
all of its property;


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


(g)              
a default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to
pay principal or interest) and which in the opinion of the Master Servicer or Special Servicer (in the case of the Special Servicer,
for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder
and, with respect to any Serviced Whole Loan, in consultation with the related Serviced Companion Loan Noteholders to the extent
provided for in the related Intercreditor Agreement) materially and adversely affects the interests of the Certificateholders or
any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified
in






    	 	-115-	 



     


    

the Loan Documents
for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable of cure,
60 days); or


(h)              
the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related
Mortgaged Property;


provided, that such Mortgage
Loan or Serviced Companion Loan will cease to be a Specially Serviced Loan (each, a “Corrected Mortgage Loan”)
(i) with respect to the circumstances described in clauses (a) and (b) above, when the related Borrower thereunder has
brought such Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely Periodic Payments,
including pursuant to any workout of such Mortgage Loan or Serviced Companion Loan, (ii) with respect to the circumstances
described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of
the Special Servicer, or (iii) with respect to the circumstances described in clause (g) above, when such default is
cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided,
in each case, that at that time no circumstance exists (as described above) that would cause such Mortgage Loan or Serviced Companion
Loan to continue to be characterized as a Specially Serviced Loan.


If a Servicing
Transfer Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed to exist
with respect to the related Serviced Companion Loans, and vice versa.


The right
of the holder of the [LOAN SPECIFIC CLASS] Certificates to cure an event of default with respect to the AB Whole Loan under the
related Intercreditor Agreement is subject to the limitations set forth in such Intercreditor Agreement. Any such cure deposit
by the holder of a Subordinate Companion Loan shall be treated as an “outside reserve fund” for purposes of the REMIC
Provisions, and the holder of such Subordinate Companion Loan shall be treated as the beneficial owner thereof or of any reimbursement
from the Trust Fund, and shall be taxable on any reinvestment income thereon.


“Startup
Day”: In the case of the Loan Specific REMIC, Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant
to Section 2.06(a) of this Agreement.


“Stated Principal
Balance”: With respect to any Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion Loan, the Serviced
Companion Loan or Serviced Whole Loan, as applicable, on any date of determination, the principal balance as of the Cut-off Date
of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan (or in the case of a Replacement Mortgage Loan, the outstanding
principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest
due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero)
on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections allocated
as provided in Section 1.02 of this Agreement to, principal of or with respect to such Mortgage Loan, the AB Mortgage
Loan, the Trust Subordinate Companion Loan, the Serviced Companion Loan or Serviced Whole Loan, as applicable, that are distributed
to the Certificateholders (other than the [LOAN SPECIFIC






    	 	-116-	 



     


    



CLASS] Certificates)
or [LOAN SPECIFIC CLASS] Certificateholders, as applicable, on such Distribution Date or Serviced Companion Loan Noteholders on
the related remittance date in the same calendar month as such Distribution Date or applied to any other payments required under
this Agreement or related Intercreditor Agreement on or prior to such Distribution Date, and (ii) any principal forgiven by
the Special Servicer (or with respect to a Non-Serviced Mortgage Loan, by the related Other Special Servicer or other applicable
servicer) and other principal losses realized in respect of such Mortgage Loan, the AB Mortgage Loan, the Trust Subordinate Companion
Loan, Serviced Companion Loan or Serviced Whole Loan during the related Collection Period (or with respect to a Non-Serviced Mortgage
Loan, other principal losses realized in respect of such Non-Serviced Mortgage Loan during the related Collection Period as determined
in accordance with the terms of the Other Pooling and Servicing Agreement).


For the avoidance
of doubt, the Stated Principal Balance of the AB Mortgage Loan as of the Cut-off Date is $[_____] and the Stated Principal Balance
of the Trust Subordinate Companion Loan as of the Cut-off Date is $[_____].


A Mortgage Loan or
any related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have
been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan or Serviced Whole Loan with respect
to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.


“Sub-Servicer”:
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller
Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Loans.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of
this Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority
of the Master Servicer or a Servicing Function Participant.


“Subordinate
Companion Loan”: With respect to any Whole Loan, any related subordinated loan not included in the Trust, which is subordinated
in right of payment to the related Mortgage Loan to the extent set forth in the related Intercreditor Agreement.


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed
Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be, for such Removed
Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be,
of such Replacement Mortgage Loan(s).






    	 	-117-	 



     


    





“Tax Returns”:
The federal income tax returns 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 by the Certificate Administrator on behalf of each of the Loan Specific REMIC, the Upper-Tier
REMIC and the Lower-Tier REMIC due to its classification as a 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 law or Applicable State and Local Tax Law.


[“Third Party
Purchaser”: [ENTITY OR ENTITIES THAT PURCHASE THE REQUIRED THIRD PARTY PURCHASER RETENTION AMOUNT ON THE CLOSING DATE],
or [any Person that purchases the Certificates comprising the Required Third Party Purchaser Retention Amount in accordance with
this Agreement and applicable laws and regulations.] [INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH
THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


[“Third Party
Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Sponsor for the benefit of the Holders of the HRR Certificates. [INCLUDE
for transactions that satisfy risk retention requirements through third party purchaser of horizontal residual interest]]


“Terminated
Party”: As defined in Section 7.01(e) of this Agreement.


“Terminating
Party”: As defined in Section 7.01(e) of this Agreement.


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.


“Third Party
Appraiser”: A Person performing an Appraisal.


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental
report, seismic report, engineering report, structural report, property condition report or similar report, if any.


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


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class [R] Certificate.






    	 	-118-	 



     


    





“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee
Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor
Letter”: As defined in Section 5.02(l)(ii) of this Agreement.


“Trust”
or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in
each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion
Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect
of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage
Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Gain-on-Sale Reserve Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any
amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in
any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies
with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier
Regular Interests and the Class [PEZ] Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, the Certificate
Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee)
and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).


“Trust AB
Whole Loan”: The [LOAN-SPECIFIC] AB Whole Loan.


“Trust Component”:
Collectively, the Class [PEZ] Component [___], the Class [PEZ] Component [___] and the Class [PEZ] Component [___].


“Trust Ledger”:
Amounts deposited in the Collection Account or a Serviced Whole Loan Collection Account and attributable to the Mortgage Loans
or related Serviced Whole Loan, respectively, which are maintained pursuant to Section 3.06(a) and Section 3.06(b) of
this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on behalf of the Trustee
on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.






    	 	-119-	 



     


    





“Trust REMICs”:
The Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC.


“Trust Subordinate
Companion Loan”: As defined in the Preliminary Statement.


“Trust Subordinate
Companion Loan Component Rate”: A per annum rate equal to [_____]%.


“Trust Subordinate
Companion Loan Component Net Rate”: A per annum rate equal to the Trust Subordinate Companion Loan Component Rate
minus the related Servicing Fee Rate, Operating Advisor Fee Rate, CREFC® Intellectual Property Royalty License Fee
Rate and Certificate Administrator/Trustee Fee Rate.


“Trustee”:
[NAME OF TRUSTEE], 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.


“Underwriters”:
Cantor Fitzgerald & Co., [NAME OF OTHER UNDERWRITERS] and their respective successors in interest.


“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 Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related Borrower
or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced REO Property
in respect of which the Advance was made.


“Unscheduled
Payments”: With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds payable under such Mortgage Loan, the Purchase Price of any Mortgage Loan that is repurchased or purchased
pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution
Shortfall Amount with respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments
under or with respect to such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer
(but excluding Prepayment Premiums or Yield Maintenance Charges, if any) during such Collection Period.


“Updated
Appraisal”: An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent to
any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which
shall be paid as a Servicing Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser
selected by the Special Servicer.


“Updated
Valuation”: With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan having a
Stated Principal Balance of






    	 	-120-	 



     


    



$[2,000,000] or higher,
an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal Balance of less than $[2,000,000], an updated Small
Loan Appraisal Estimate or an Updated Appraisal.


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) any other
collections (exclusive of payments by Borrowers) received on the Mortgage Loans and any REO Properties on or prior to the related
Determination Date whether in the form of Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, net income, rents,
and profits from REO Property or otherwise, that were identified and applied by the master servicer as recoveries of previously
unadvanced principal of the related Mortgage Loan; provided, that all such Liquidation Proceeds and Insurance Proceeds and
Condemnation Proceeds will be reduced by any unpaid 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 trust fund expenses incurred in connection with the related Mortgage Loan, thus
reducing the Unscheduled Principal Distribution Amount.


“Upper-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “[NAME OF CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, for the benefit of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders
of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution Account” and which must
be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution Account shall be an asset of the Upper-Tier
REMIC.


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier
Distribution Account and amounts held therein from time to time.


“U.S. 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,
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. 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. Persons).


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders.
At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class shall be: (a) [__]%
to be allocated among the Certificateholders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate
Balances (and solely in connection with any vote for purposes of






    	 	-121-	 



     


    



determining whether
to remove the Special Servicer pursuant to Section 7.01(a) or the Operating Advisor pursuant to Section 7.07(a),
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.08(a) hereof) of their Certificates, (b) [__]% to be allocated among the Certificateholders of
the [INTEREST ONLY CLASSES] Certificates (allocated to the [INTEREST ONLY CLASSES] Certificates on a pro rata basis based
on their respective outstanding Notional Amounts at the time of determination) and (c) 0%, in the case of the [ARD CLASS],
[LOAN SPECIFIC CLASS] and the Class [R] Certificates. Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates;
provided, that for purposes of such allocations, the Class [__] Certificates and the Class [PEZ] Component [___] shall be considered
as if they together constituted a single “Class”, the Class [__] Certificates and the Class [PEZ] Component [___] shall
be considered as if they together constitute a single “Class”, the Class [__] Certificates and the Class [PEZ] Component
[___] shall be considered as if they together constitute a single “Class” and the Holders of the Class [__] Certificates
shall have the Voting Rights so allocated to the Class [PEZ] Components and no other Voting Rights. Voting Rights allocated to
a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such
Class evidenced by their respective Certificates. A Holder of an Exchangeable Certificate that is a Non-U.S. Person shall irrevocably
appoint a U.S. Person to vote on any matter requiring the vote of such Non-U.S. Person.


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the fraction (expressed as a percentage) the numerator
of which is the sum for all Mortgage Loans (including the AB Mortgage Loan but excluding the Trust Subordinate Companion Loan)
of the product of (i) the Net Mortgage Rate for each such Mortgage Loan (including the AB Mortgage Loan but excluding the
Trust Subordinate Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution
Date occurs and (ii) the Stated Principal Balance of each such Mortgage Loan (including the AB Mortgage Loan but excluding
the Trust Subordinate Companion Loan) as of the first day of the related Collection Period, and the denominator of which is the
sum of the Stated Principal Balances of all Mortgage Loans (including the AB Mortgage Loan but excluding the Trust Subordinate
Companion Loan immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


“WHFIT”:
shall mean 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”:
shall mean 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.


“Whole Loan”:
Each of the [SERVICED LOAN] Whole Loan, the [AB WHOLE LOAN] Whole Loan and the [NON-SERVICED LOAN] Whole Loan.


“Withheld
Amount”: With respect to each Mortgage Loan (other than, with respect to the AB Whole Loan, the Trust Subordinate Companion
Loan) that accrues interest on






    	 	-122-	 



     


    



an Actual/360 Basis,
and with respect to each Distribution Date occurring in January of each calendar year that is not a leap year and February of
each calendar year, unless in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s
interest at the Net Mortgage Rate on the respective Stated Principal Balance as of the Due Date in the month preceding the month
in which such Distribution Date occurs, to the extent that a Periodic Payment or a P&I Advance is made in respect thereof.


The Withheld Amount
for each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will be equal to 1/31
of the interest accrued in respect of the immediately preceding Due Date, to the extent a Periodic Payment or P&I Advance is
made in respect thereof.


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or, with respect to Servicing Advances, any Serviced Whole
Loan, the amount of any Advance made with respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage
Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute)
a Corrected Mortgage 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 Whole Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of
the related Borrower to pay such amount under the terms of the modified Loan Documents.


“Workout
Fee”: An amount equal to the lesser of (1) [___]% of each collection of interest and principal (including scheduled payments,
prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect
or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity,
but excluding late payment charges, Default Interest and Excess Interest) received on a Specially Serviced Loan that becomes a
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this Agreement
and (2) $[_____], in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided that
the Workout Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c) of this
Agreement; provided, further that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage
Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition
of “Specially Serviced Loan” (and no other clause of such definition) and no event of default actually occurs,
unless the Mortgage Loan or Serviced Companion Loan is modified by the Special Servicer in accordance with the terms of this Agreement;
provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan 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 [__] months following the related maturity date as a result of the related Mortgage
Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect
a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions
to Certificateholders, but the Special Servicer may collect from the related Borrower and retain (x) a workout fee, (y) such
other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with






    	 	-123-	 



     


    



such workout. The
total amount of Workout Fees payable by the Trust with respect to any Corrected Mortgage Loan and with respect to any particular
workout (assuming, for the purposes of this calculation, that such Corrected Mortgage Loan continues to perform throughout its
term in accordance with the terms of the related workout) shall be reduced by the amount of any and all related Offsetting Modification
Fees received by the Special Servicer as additional servicing compensation relating to such Corrected Mortgage Loan; provided
that the Special Servicer shall be entitled to collect such Workout Fees from the Trust until such time it has been fully paid
such reduced amount. For the avoidance of doubt, the Mortgage Loan Seller will be required to pay a Workout Fee in connection with
a repurchase or substitution to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately
prior to such repurchase or substitution or was previously paid by the Trust and was not reimbursed by the related Borrower immediately
prior to such repurchase or substitution. In furtherance of the foregoing, upon a Specially Serviced Loan becoming a Corrected
Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected
to be payable by the Trust with respect to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably
acceptable to the Master Servicer) and the total amount of related Offsetting Modification Fees received by the Special Servicer.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge set forth in the
related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the allocation
set forth under Section 1.02(f) or Section 1.02(g), as applicable.


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 and Serviced Companion Loans (other than the Actual/360
Loans) and of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve
30-day months. All calculations of interest with respect to the Actual/360 Loans and of Advances provided in respect thereof provided
for herein shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion Loans,
with respect to the calculation of the related Mortgage Rate. The Servicing Fee, the Certificate Administrator/Trustee Fee, the
CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced
Whole Loan, as applicable, shall accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan, as
applicable.


(b)              
Any Mortgage Loan or Serviced Whole Loan payment is deemed to be received on the date such payment is actually received
by the Master Servicer or the Certificate Administrator; provided, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan or Serviced Whole Loan are deemed to be received on the date
they are applied in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such
Mortgage Loan or Serviced Whole Loan on which interest accrues.


(c)               
Except as otherwise provided in the related Loan Documents or Intercreditor Agreement, any amounts received in respect of
a Mortgage Loan or Serviced Whole






    	 	-124-	 



     


    



Loan as to which a
default has occurred and is continuing in excess of Periodic Payments shall be applied to Default Interest and other amounts due
on such Mortgage Loan or Serviced Whole Loan prior to the application to late fees.


(d)              
Allocations of payments between a Mortgage Loan and the related Serviced Companion Loans in a Whole Loan shall be made in
accordance with the related Intercreditor Agreement.


(e)               
If an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, any
Trust REMIC or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC
Provisions or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this Agreement states that any
expense is solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated
to, deducted or reimbursed from, or otherwise charged against any Serviced Companion Loan Noteholder and such Serviced Companion
Loan Noteholder shall not suffer any adverse consequences as a result of the payment of such expense.


(f)               
All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form
of payments from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable,
in the case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced
Companion Loan, pursuant to the related Intercreditor Agreement) 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, with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the related Intercreditor Agreement;
provided, absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage
Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan pursuant
to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage
Loan in the following order of priority:


(i)               
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust
Fund Expenses with respect to such Mortgage Loan;


(ii)               
as a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously paid
or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of [Aggregate]
Principal Distribution Amount);


(iii)               
to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid
interest






    	 	-125-	 



     


    



on such Mortgage
Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan Interest Accrual
Period, over (B) 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 4.07(d) 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
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


(v)               
as a recovery of accrued and unpaid interest on such Mortgage Loan 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 4.07(d)
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;


(vii)               
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


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


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


(x)               
as a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;


(xi)               
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if
both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees);


(xii)               
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


(xiii)               
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.






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provided that,
to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the Mortgage Loan
Seller’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including
in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan (or Serviced Whole Loan)
exceeds 125% or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any) must be collected and allocated to reduce the Stated Principal Balance of the Mortgage
Loan (or Serviced Whole Loan) in the manner permitted by such REMIC Provisions.


(g)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of
an REO Property related to a Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Serviced Companion
Loan pursuant to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under
the Mortgage Loan in the following order of priority:


(i)               
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust
Fund Expenses with respect to such Mortgage Loan;


(ii)               
as a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously allocated
to principal collections on the Mortgage Loans (as described in the first proviso in the definition of [Aggregate] Principal Distribution
Amount);


(iii)               
to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on
the related Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
Mortgage Loan Interest Accrual Period, over (B) 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 4.07(d) 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)-(ii) above, as a recovery of principal of the related
Mortgage Loan to the extent of its entire unpaid principal balance;


(v)               
as a recovery of accrued and unpaid interest on the related 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 4.07(d)
of this Agreement in connection with related Appraisal Reduction






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Amounts (to
the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v)
on earlier dates);


(vi)               
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;


(vii)               
as a recovery of any late payment charges and Default Interest and Excess Interest then due and owing under the related
Mortgage Loan;


(viii)               
as a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan;


(ix)               
as a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


(x)               
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.


(h)              
The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) 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 (g) of this Section 1.02 shall be determined by the
Special Servicer in accordance with the Servicing Standard.


(i)                
All net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property
or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance
with the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.


(j)                
For purposes of calculations required herein, Excess Interest shall not be added to the outstanding principal balance of
the Mortgage Loans notwithstanding that the related loan documents may provide otherwise.


Section 1.03       
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates
or Regular Interest outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class [PEZ] Regular
Interest then outstanding as among the Class [__] and Class [__] Certificates and the Class [PEZ] Regular Interests. For such purposes,
the Class [__] and Class [__] Certificates, collectively, shall be considered to be one Class. For purposes of this Agreement,
each Class of Certificates (other than the [INTEREST ONLY CLASS], [ARD CLASS] and Class [R] Certificates) and Class [PEZ] Regular
Interests shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero.
For purposes of this Agreement, the [ARD CLASS] Certificates shall be outstanding so long as any of the ARD Loans are outstanding.
For purposes of this Agreement, the Class [R] Certificates shall be outstanding so long as the Trust Fund has not been terminated
pursuant to Section 9.01 of this Agreement or any other Class of Certificates or Class [PEZ] Regular Interest remains
outstanding. For purposes of this






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Agreement, each of
the [INTEREST ONLY CLASS] Certificates shall be deemed to be outstanding until their respective Notional Amounts have been reduced
to zero.


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special
Servicer that is subject to the consent or approval of the Directing Certificateholder shall in each case be further subject to
the determination by the Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the
Directing Certificateholder, or not taking such action as proposed by the Master Servicer or Special Servicer if the Directing
Certificateholder fails to grant its consent or approval to any action proposed to be taken by the Master Servicer or Special Servicer,
in each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing Certificateholder
hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is
consistent with the Servicing Standard, and (b) if the Master Servicer or Special Servicer determines that immediate action
is necessary to protect the interests of the Certificateholder and, in the case of any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable,
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)) and has made a reasonable effort to contact the Directing Certificateholder,
it may take such action without waiting for a response from the Directing Certificateholder.


Section 1.04       
Certain Matters Relating to the Non-Serviced Mortgage Loans. Each Other Servicer, Other Special Servicer, Other Depositor,
Other Operating Advisor, Other Asset Representations Reviewer and Other Trustee, and any of their respective directors, officers,
employees or agents (collectively, the “Other Indemnified Parties”), shall be indemnified by the Trust and held
harmless against the Trust’s pro rata share (subject to the related Intercreditor Agreement) of any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any actual or threatened legal action or claim relating to the related Non-Serviced
Mortgage Loan under the related Other Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (but
excluding any such losses allocable to the related Companion Loans); provided that such indemnification will not extend
to any losses, liabilities, costs or expenses: (i) specifically required to be borne by such party, without right of reimbursement,
pursuant to the terms of the related Other Pooling and Servicing Agreement; (ii) incurred in connection with any legal action or
claim against such party resulting from any breach of a representation or warranty made by such person under the related Other
Pooling and Servicing Agreement or (iii) incurred in connection with any legal action or claim against such party resulting from
any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties under the related
Other Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting from negligent disregard of such obligations
and duties.


In connection with
the securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense
of) the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee, as applicable, shall use reasonable efforts to cooperate with such






    	 	-129-	 



     


    



Companion Loan Noteholders
in attempting to cause the related Borrower to provide information relating to the related Serviced Whole Loan and the related
notes, and that such holders reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


Article II


CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES; Creation of RR Interest


Section 2.01       
Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a)  The Depositor, concurrently
with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “[NAME OF ISSUING
ENTITY],” appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the
Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the
Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder
(whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in
all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included
in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due
on or with respect to the Mortgage Loans after the Cut-off Date and, in the case of a Mortgage Loan included in a Whole Loan, is
subject to the related Intercreditor Agreement. Transfer and assignment of a Non-Serviced Mortgage Loan and the right to service
a Non-Serviced Mortgage Loan is further subject to the terms and conditions of the Other Pooling and Servicing Agreement and the
related Intercreditor Agreement. In addition, on the Closing Date, the Depositor shall remit to the Master Servicer for deposit
into the Collection Account an amount equal to the Interest Deposit Amount in immediately available funds. The Depositor, concurrently
with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without
recourse (except to the extent provided herein), for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders,
all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding
Sections 6(e)-(g) of each Mortgage Loan Purchase Agreement, the representations, warranties and covenants in favor of the
Depositor set forth in clause (viii) of Section 4(b) of each Mortgage Loan Purchase Agreement and the Depositor’s
rights and remedies with respect to a breach thereof, and excluding the Depositor’s rights and remedies under the Indemnification
Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts
and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held in the name of the Master Servicer on behalf
of the Trustee as successor to the Mortgage Loan Sellers.


With respect to any
Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(a) serve
as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee on behalf of the Trust, as the
assignee. Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable provisions of this Agreement)
assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title and interest of the Depositor
in, to and arising out






    	 	-130-	 



     


    



of the related Intercreditor
Agreement and the Trustee on behalf of the Trust hereby accepts (subject to applicable provisions of this Agreement) the foregoing
assignment and assumes all of the rights and obligations of the Depositor with respect to related Intercreditor Agreement from
and after the Closing Date. In addition, the Trustee acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan
shall be serviced pursuant to the terms of this Agreement.


In connection with
such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Master
Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan and each Serviced
Companion Loan (which, except for the Mortgage Note referred to in clause (i) below, relate to the Serviced Whole Loan) so
assigned (provided, the original of documents specified in items (xix) and (xx) shall be delivered to the Master Servicer):


(i)               
[(A) the original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the
most recent endorsee prior to the Trustee or, if none, by the Originator, without recourse, either in blank or to the order of
the Trustee in the following form: “Pay to the order of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders of
[NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, without recourse”; and (B) in the case of each
related Serviced Companion Loan, a copy of the executed Mortgage Note for such Serviced Companion Loan;


(ii)               
the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the
originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete
chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof
prior to the Trustee, if any, in each case with evidence of recording indicated thereon;


(iii)               
 (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage)
and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from
the Originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if
any; and (B) an original assignment of any related security agreement (if such item is a document separate from the related
Mortgage) executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or
in favor of the Trustee in the following form: “[NAME OF TRUSTEE], as Trustee, for the benefit of the Holders [and the RR
Interest Owner] of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect
to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as
part of the corresponding Assignment of Mortgage referred to in clause (v) above;


(iv)               
(A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order
to perfect (and maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Whole
Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in
each case with evidence of filing or recording






    	 	-131-	 



     


    



thereon) and
which were in the possession of the related Mortgage Loan Seller (or its agent) at the time the Mortgage Files were delivered to
the Custodian, together with original UCC-3 assignments of financing statements showing a complete chain of assignment from the
secured party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the Trustee, if any,
and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation statements were
in the possession of the related Mortgage Loan Seller, an assignment of UCC financing statement by the most recent assignee of
record prior to the Trustee or, if none, by the Originator, evidencing the transfer of such security interest, either in blank
or in favor of the Trustee in the following form: “[NAME OF TRUSTEE], as Trustee, for the benefit of the Holders of [NAME
OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Whole
Loan, on behalf of any related Serviced Companion Loan Noteholders); provided that other evidence of filing or recording
reasonably acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation,
evidence of such filed or recorded UCC Financing Statement as shown on a written UCC search report from a reputable search firm,
such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation System and the like or printouts of on-line
confirmations from such UCC filing or recording offices or authorized agents thereof;


(v)               
an original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is
responsible for the recording thereof) of an assignment of the Mortgage, in recordable form (except for missing recording information
and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior
to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “[NAME OF
TRUSTEE], as Trustee, for the benefit of the Holders [and the RR Interest Owner] of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates” (and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan
Noteholders);


(vi)               
the original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;


(vii)               
the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage
Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such
policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or, subject to Section 2(d) of
the applicable Mortgage Loan Purchase Agreement, a “marked up” commitment to insure marked as binding and countersigned
by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been
accepted or approved as binding in writing by the related title insurance company), or, subject to Section 2(d) of the
applicable Mortgage Loan Purchase Agreement, an agreement to provide the same pursuant to binding escrow instructions executed
by an authorized representative of the title company;


(viii)               
(A) the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate
from the Mortgage) and, if applicable, the






    	 	-132-	 



     


    



originals or
copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the Mortgage Loan or
Serviced Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording
thereon; and (B) an original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its
designee, is responsible for the recording thereof) of an assignment of any related Assignment of Leases, Rents and Profits (a
“Reassignment of Assignment of Leases, Rents and Profits”) (if such item is a document separate from the Mortgage),
in recordable form (except for missing recording information and, if delivered in blank, except for the name of the assignee),
executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or
in favor of the Trustee in the following form: “[NAME OF TRUSTEE], as Trustee, for the benefit of the Holders of [NAME OF
ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Whole
Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding
Assignment of Mortgage referred to in clause (v) above;


(ix)               
the original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining
to the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and
copies of Environmental Reports;


(x)               
copies of the currently effective Management Agreements, if any, for the Mortgaged Properties;


(xi)               
if the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or,
with respect to a leasehold interest that is a space lease or an air rights lease, the original of such space lease or air rights
lease), and any related lessor estoppel or similar agreement or a copy thereof; if any;


(xii)               
if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of
contracts and the assignment thereof, if any, to the Trustee;


(xiii)               
if any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement,
a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified
copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest
in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments
of financing statements assigning such UCC-1 financing statements to the Trustee in the following form: “[NAME OF TRUSTEE],
as Trustee, for the benefit of the Holders of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates” (in
such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders));


(xiv)               
originals or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence
of recording thereon if appropriate, in those






    	 	-133-	 



     


    



instances where
the terms or provisions of the Mortgage, the Mortgage Note or any related security document have been modified or the Mortgage
Loan or Serviced Whole Loan has been assumed;


(xv)               
the original or a copy of any guaranty of the obligations of the Borrower under the Mortgage Loan or Serviced Whole Loan
together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete
chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to
the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to
the Trustee or, if none, by the Originator;


(xvi)               
the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related
Borrower if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the Borrower
pursuant to such power of attorney;


(xvii)               
with respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related
Other Pooling and Servicing Agreement;


(xviii)               
with respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter,
if any, and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to
transfer or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of
such Mortgage Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as
and to the extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to
be included in the Mortgage File following receipt thereof by the Master Servicer;


(xix)               
the original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan;


(xx)               
the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing
such Mortgage Loan (or copy thereof, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
which entitles the Master Servicer on behalf of the Trust to draw thereon; and


(xxi)               
with respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a
copy of the related co-lender agreement, subordination agreement or other intercreditor agreement.]


The original assignments
referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form of one or more instruments in recordable form
in any applicable filing or recording offices.






    	 	-134-	 



     


    





With respect to Serviced
Whole Loans, except for the Mortgage Note referred to in clause (i)(B) of the preceding paragraph, only a single original
set of the Loan Documents specified above is required to be delivered. With respect to a Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of copies of
the documents specified above (other than the Mortgage Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan,
with respect to which the originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced Mortgage
Loan and copies of the companion notes and any assignments or other transfer documents referred to in clause (i)(B) of the
preceding paragraph as being in favor of the Trustee shall instead be in favor of the applicable Other Trustee.


With respect to the
Mortgage Loans, within [60] days after the Closing Date, each Mortgage Loan Seller will, or will at the expense of such Mortgage
Loan Seller retain a third party vendor to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete
(to the extent necessary) and submit for recording in favor of the Trustee in the following form: “[NAME OF TRUSTEE], as
Trustee, for the benefit of the Holders of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates” (and with
respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in the appropriate public recording office (a) each
Assignment of Mortgage referred to in Section 2.01(a)(v) which has not yet been submitted for recording and (b) each
Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise
included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the
extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(iv)(B)
and (xiii) which has not yet been submitted for filing or recording. Each such document shall reflect that the recorded original
should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee
as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the
Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided
that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment
of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the
recorded original, at the expense of the Depositor. In the event that any such document or instrument in respect of any Mortgage
Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage Loan Seller
shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case
may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian or such other
third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage Loan Seller’s
expense (as set forth in the related Mortgage Loan Purchase Agreement). In the event that any Mortgage Loan Seller receives the
original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original recorded or filed copy (and
in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of filing
or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where
the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment
of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations of the related Mortgage
Loan Seller under the






    	 	-135-	 



     


    



applicable Mortgage
Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original
of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents
and Profits, if applicable.


If a Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender’s
title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the
delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing
item will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding
and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy
which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction
or escrow letter, and the Mortgage Loan Seller will be required to deliver to the Custodian, promptly following the receipt thereof,
the original related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage,
Reassignments of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.


Subject to the third
preceding paragraph, all original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall
be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust for the benefit
of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for the benefit of
the related Serviced Companion Loan Noteholders. In the event that any such original document, or in the case of a Serviced Companion
Loan, the original Mortgage Note, is required pursuant to the terms of this Section to be a part of a Mortgage File in order
to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan
Purchase Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or
before the Closing Date, for each Mortgage Loan so assigned the Mortgage Note (or a copy of the Mortgage Note evidencing each related
Serviced Companion Loan), the original or a copy of the related Mortgage, the original or a copy of the title policy for each Mortgage
Loan (subject to the second-to-last paragraph under Section 2.01(a)), a copy of the related ground lease (or, with
respect to a leasehold interest with respect to a space lease or air rights, a copy of the related space lease or air rights lease),
if applicable, for each Mortgage Loan and an original (or copy, if the original is held by the Master Servicer pursuant to Section 2.01(c))
of any letters of credit held by the lender as beneficiary or assigned as security for the Mortgage Loan, and, except as otherwise
provided in the following paragraph, within 30 days following the Closing Date, the remaining applicable documents referred
to in Section 2.01(a) for each such Mortgage Loan or Serviced Companion Loan, in each case, with copies to the
Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records that are part of each
applicable Servicing File. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage
Loan, the original Mortgage Note, such Mortgage Loan Seller






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shall deliver a copy
or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed
and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.


If the applicable
Mortgage Loan Seller or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy
of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(v), Section 2.01(a)(iv),
Section 2.01(a)(viii), Section 2.01(a)(xiv) and Section 2.01(a)(xvi) and the UCC financing
statements and UCC assignments of financing statements referred to in Section 2.01(a)(xiii), with evidence of recording
or filing thereon, 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, or because such original recorded or filed document has been lost or returned from
the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01
shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in
the related Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing
thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording
or filing office, the applicable title insurance company or the related Mortgage Loan Seller to be a true and complete copy of
the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within [60] days
after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording
or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such
longer period after the Closing Date so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such
recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as
the case may be, and is, as certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the
appropriate county recorder’s or filing office such original or copy, provided such extensions do not exceed 24 months in
the aggregate).


(c)               
Notwithstanding anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix)
and Section 2.01(a)(xx) of this Agreement, the Master Servicer shall hold (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or
the applicable Other Trust with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed
to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of
this Agreement by delivering the original of each such document to the Master Servicer (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian in the
applicable Other Securitization with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay
any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter of credit
to the Trust (or the applicable Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or
the applicable Other Servicer with respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the
applicable Other Servicer with respect to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust
(or the






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applicable Other Trust
with respect to any Non-Serviced Mortgage Loan). In the event that the documents specified in Section 2.01(a)(xx) of
this Agreement are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loans) because the related assignment
or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps to enable the
Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of
credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing
such funds to be remitted) to the Master Servicer.


(d)              
With respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) secured by the Mortgaged Properties identified
as Loan Nos. [______] on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter
in favor of the respective Mortgage Loan Seller that requires the lender to take some action such as provide notice to the related
franchisor or request that the related franchisor deliver a new comfort letter issued in the name of the Trust, the related Mortgage
Loan Seller or its designee will be required to provide any such required notice or make any such required request to the related
franchisor, with a copy of such notice or request to the Master Servicer, or take any such required action within 45 days of the
Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that such Mortgage
Loan has been transferred to the Trust and request a replacement comfort letter (or any such new document or acknowledgement as
may be contemplated under the existing comfort letter), and the Master Servicer shall use reasonable efforts in accordance with
the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter).


(e)               
Within [__] days of the Closing Date, 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 Certificateholder, 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 Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges
the assignment to it of the Mortgage Loans in good faith without notice of adverse claims and declares that the Custodian holds
and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting
the Mortgage File are actually delivered to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust, upon
the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Serviced Companion Loan
Noteholders.


The Custodian hereby
certifies to each of the Directing Certificateholder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer,
the Special Servicer






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and each Mortgage
Loan Seller that except as identified in the Custodian’s closing date certification, which shall be delivered no later than
two Business Days after the Closing Date substantially in the form attached as Exhibit N-1 to this Agreement, (i) each
Mortgage Note (or copy thereof, with respect to any Serviced Companion Loan) is in its possession and has been reviewed by the
Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such
Mortgage Loan and (ii) each of the documents specified in Section 2.01(a)(ii), Section 2.01(a)(vii),
Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement have been received, have been executed,
appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially
adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage
Loan Schedule. If the Custodian does not send a closing date certification on the Closing Date, it shall send an email confirmation
to the Trustee that it has received all of the Mortgage Notes (or copies or lost note affidavits as permitted), subject to any
exceptions noted therein, on the Closing Date.


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 material
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 each Mortgage File and shall certify to each of the Controlling
Class Representative, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller in the form attached as Exhibit N-2
to this Agreement that all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of
this Agreement, which shall be delivered to the Master Servicer and the documents referred to in clauses (iv)(B), (v)
and (viii)(B) of Section 2.01(a) of this Agreement and the assignments of financing statements referred
to in clause (xiii) of Section 2.01(a) of this Agreement, which shall be delivered for filing or recording
by the related Mortgage Loan Seller as provided herein) referred to in Section 2.01(a) above (in the case of the documents
referred to in Section 2.01(a)(iii), Section 2.01(a)(v), Section 2.01(a)(viii), Section 2.01(a)(ix),
Section 2.01(a)(x), Section 2.01(a)(xii) through Section 2.01(a)(xvi) and Section 2.01(a)(xviii)
through Section 2.01(a)(xx) of this Agreement, as identified to it in writing by the related Mortgage Loan Seller) and any
original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what
they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or
mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.
In so doing, the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness
of any signature thereon. Notwithstanding the foregoing, with respect to any Non-Serviced Mortgage Loan, the Custodian shall only
be required to certify to each of the Controlling Class Representative, the Depositor, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller
that the document set forth in Section 2.01(a)(i)(A) has been received.






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If at the conclusion
of such review any document or documents constituting a part of a Mortgage File have not been executed or received, have not been
recorded or filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear not to be
what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall
promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Certificateholder
(but only if no Consultation Termination Event has occurred), the Depositor, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the related Mortgage Loan Seller by providing
a written report, setting forth for each affected Mortgage Loan, with particularity, the nature of the defective or missing document.
The Depositor shall or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed, recorded or undamaged
document, as applicable, or, if the failure to deliver such document in such form constitutes a Material Defect, the Depositor
shall cause the related Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage Loan in the manner provided
in Section 2.03(e) of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure
to receive any document constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to
use its best efforts to deliver any such document.


Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer,
that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required
for enforcement by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers
will be required to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective
Loan Documents until the assignment and recordation of all such Loan Documents has been completed.


In reviewing any Mortgage
File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer shall have no
responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to, examine any opinions
or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether the text of any
assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or
endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a
blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion
is authorized to do so or whether any signature thereon is genuine.


The Custodian shall
hold that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined
in Section 9-102 of the Uniform Commercial Code as in effect in [_____] on the date hereof) in [_____] and, except as otherwise
specifically provided in this Agreement, shall not remove such instruments from [_____], as applicable, unless it receives an Opinion
of Counsel (obtained and delivered at the expense of the Person






    	 	-140-	 



     


    



requesting the removal
of such instruments from [_____]) that if the transfer of the Mortgage Loans to the Trustee is deemed not to be a sale, after such
removal, the Trustee will possess a first priority perfected security interest in such instruments.


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans. (a)  The
Depositor hereby represents and warrants that:


(i)               
The Depositor is a limited partnership duly organized, validly existing and in good standing under the laws of the State
of Delaware;


(ii)               
The Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it,
and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


(iii)               
This Agreement has been duly and validly executed and delivered by the Depositor and 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 in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);


(iv)               
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject,
or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would
constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is
a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition
of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the
Depositor to carry out the transactions contemplated by this Agreement;


(v)               
The certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following
activities:


(A)            
to acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through”
certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United States
within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934;
(II) Guaranteed Mortgage Pass-Through Certificates






    	 	-141-	 



     


    



(“FNMA
Certificates”) issued and guaranteed as to timely payment of principal and interest by FNMA; (III) Mortgage Participation
Certificates (“FHLMC Certificates”) issued and guaranteed as to timely payment of interest and ultimate or full
payment of principal by FHLMC; (IV) any other participation certificates, pass-through certificates or other obligations or
interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the
GNMA Certificates, FNMA Certificates and FHLMC Certificates, the “Agency Securities”); (V) mortgage-backed
securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental entity, issued by one or
more private entities (hereinafter referred to as “Private Securities”); (VI) mortgage loans secured by
first, second or more junior liens on one-to-four family residential properties, multifamily properties that are either rental
apartment buildings or projects containing five or more residential units or commercial properties, regardless of whether insured
or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests in such mortgage
loans (“Mortgage Loans”); (VII) conditional sales contracts and installment sales or loan agreements or
participation interests therein secured by manufactured housing (“Contract”); and (VIII) receivables of
third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash within
a finite time period (“Other Assets”);


(B)             
to loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets;


(C)             
to authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets;


(D)            
to authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities,
Private Securities, Mortgage Loans, Contracts and/or Other Assets; and


(E)             
to engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that
are incident to the foregoing and necessary or convenient to accomplish the foregoing.


Capitalized terms defined in this
clause (v) shall apply only to such clause;


(vi)               
There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or
before any other governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor
to carry out its obligations under this Agreement;


(vii)               
No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental
agency or body, is required for the execution,






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delivery and
performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained
prior to the Cut-off Date; and


(viii)               
The Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority
in each of the Mortgage Loans and any proceeds thereof.


(b)              
The Depositor hereby represents and warrants with respect to each Mortgage Loan that:


(i)               
Immediately prior to the transfer and assignment to the Trustee by the Depositor, the Mortgage Note and the Mortgage were
not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had
full right to transfer and sell the Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest; provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or
will be) assigned to the Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities
issued in connection with the related Other Securitization, as applicable;


(ii)               
The Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests
of any nature encumbering such Mortgage Loan;


(iii)               
The related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor
to the Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding
assignment from the Depositor to the Trustee; and


(iv)               
No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done
anything which would impair the coverage of such lender’s title insurance policy.


(c)               
It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit
of the Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the
Master Servicer and the Special Servicer.


(d)              
If the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase
or replacement of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase
Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request,
the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase
Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request
Withdrawal”), (iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request
has been repurchased or replaced (a “Repurchase”), or (iv)






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receives a Repurchase
Communication of the rejection of a Repurchase Request (a “Repurchase Request Rejection”), then such Person
shall deliver written notice of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection
(each such notice, a “Rule 15Ga-1 Notice”) to the Depositor and the related Mortgage Loan Seller, in each
case within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided however, if the Master Servicer
receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer, the Master Servicer
shall have no obligation to deliver such notice to any other party.


Each Rule 15Ga-1
Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of the
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received and
(iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such Repurchase Request.


No Person that is
required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice
Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice provided pursuant to this Section 2.03(d) is so provided only to assist the related Mortgage Loan Seller, the
Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any
other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider
and (B) no information provided pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall
be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with
respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of
a Rule 15Ga-1 Notice.


In the event that
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly
forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating
to a Performing Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following
statement in the related correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d)
of the Pooling and Servicing Agreement relating to the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates requiring
action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such
Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer,
as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d)
with respect to such






    	 	-144-	 



     


    



Repurchase Request
or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision, be required to provide any notice
other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


(e)               
A “Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage
File has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been
properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach
of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a
Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give prompt
written notice thereof to the related Mortgage Loan Seller, the other parties hereto, the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement),
the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred, the
Directing Certificateholder. If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee in any Mortgage Loan, Trust Subordinate Companion Loan
or Mortgaged Property, or causes the related Mortgage Loan or Trust Subordinate Companion Loan to be other than a “qualified
mortgage” (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified mortgage”), then such Defect shall
constitute a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be;
provided, that if any of the documents specified in Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii),
Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement are not delivered as required in the related
Mortgage Loan Purchase Agreement, it shall be deemed a Material Defect. The Custodian, the Certificate Administrator and the Trustee
shall not be required to make any such determination. Promptly upon receiving written notice of any such Material Defect or Material
Breach with respect to a Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence from
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, on behalf
of the Trust Fund, the applicable Mortgage Loan Seller shall, not later than 90 days from the applicable Mortgage Loan Seller’s
receipt of such notice of such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or
Material Breach relating to a Mortgage Loan not being a “qualified mortgage” as described in the second preceding sentence,
not later than 90 days after the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material Breach,
provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage Loan Purchase
Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material
respects, (ii) repurchase the affected Mortgage Loan or Trust Subordinate Companion Loan at the applicable Purchase Price
in conformity with the applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan
(other than with respect to the Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage
Loan (provided that, in no event shall such substitution occur later than the second anniversary of the Closing Date) and
pay to






    	 	-145-	 



     


    



the Master Servicer
for deposit into the Collection Account (or, with respect to any Serviced Whole Loan, the applicable Serviced Whole Loan Collection
Account) any Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material
Breach is capable of being cured but not within the Initial Resolution Period or, with respect to the immediately preceding proviso,
the time period set forth therein, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s
not being a “qualified mortgage” within the meaning of the REMIC Provisions, (iii) the Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect or Material Breach within the Initial Resolution Period
and (iv) the Mortgage Loan Seller has delivered to the Master Servicer, the Special Servicer, the Certificate Administrator (who
will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Trustee, the Operating
Advisor and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, an officer’s certificate
that describes the reason the cure was not effected within the initial 90-day period, then the Mortgage Loan Seller shall have
an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase
the Mortgage Loan or substitute a Qualified Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not
secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility,
nursing home, assisted living facility, self-storage facility, theatre or fitness center (operated by a Borrower), then the failure
to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect.
With respect to the Non-Serviced Mortgage Loans, the related Mortgage Loan Seller agrees that any Defect as such term is defined
in the related Other Pooling and Servicing Agreement (other than a Defect related to the promissory note for the related Companion
Loan) will constitute a Defect under this Agreement.


Notwithstanding the
foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect to a
Mortgage Loan, the applicable Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan if (i) the affected
Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such
Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Loan Documents and the Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release would not
cause an Adverse REMIC Event to occur and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


If a Mortgage Loan
Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach)
pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan
Seller and the Special Servicer on behalf of the Trust (and with the consent of the Directing Certificateholder if no Control Termination
Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage
Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance
with Section 3.06(e) of this Agreement. If such Loss of Value Payment is made, the Loss of Value Payment shall serve
as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Defect or repurchase
or substitute for the affected Mortgage Loan based on






    	 	-146-	 



     


    



such Material Breach
or Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between
the applicable Mortgage Loan Seller and the Trust, provided, that (i) prior to any such agreement or settlement nothing
in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising any of its rights related to a Material
Defect or a Material Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect or
a Material Breach 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.


If any Breach pertains
to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the
related Borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s),
then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Fund that are incurred as
a result of such Breach and have not been reimbursed by the related Borrower; provided, however, that in the event
any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan or Trust Subordinate Companion Loan as provided above or pay such costs and expenses. Except as provided
in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and
expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all
respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Borrower, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Borrower shall promptly be returned to the related Mortgage Loan Seller.


(f)               
In connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03,
(A) the Custodian, the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any
Specially Serviced Loan) shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case
of the Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other
documents pertaining to such Mortgage Loan possessed by it, upon delivery (i) to each of the Master Servicer or the Special
Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable,
of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the
Purchase Price or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (B) each document that constitutes
a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the
form of endorsement or assignment provided to the Custodian by the applicable Mortgage Loan Seller, as the case may be, to the
applicable Mortgage Loan Seller as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial ownership
of such Mortgage






    	 	-147-	 



     


    



Loan to the extent
such ownership was transferred to the Trustee (provided, that the Master Servicer or Special Servicer, as applicable, shall
use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Mortgage Loan Seller
in connection with such Mortgage Loan Seller’s preparation of such endorsement or assignment) and (C) the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause a release of, any escrow payments
and reserve funds held by the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable,
or on the Trustee’s, the Certificate Administrator’s, the Master Servicer’s and the Special Servicer’s,
as applicable, behalf, in respect of such Mortgage Loan to the applicable Mortgage Loan Seller.


(g)              
The Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the applicable
Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard. The Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of
such enforcement: first, pursuant to Section 3.06 of this Agreement (with respect to the related Mortgage Loan),
out of the related Purchase Price or Substitution Shortfall Amount, as applicable, to the extent that such expenses are a specific
component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described
in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections
on the Mortgage Loans on deposit in the Collection Account in each case with interest thereon at the Reimbursement Rate from the
time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent the applicable Mortgage Loan
Seller prevails in such proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from the Trust for all necessary
and reasonable costs and expenses incurred in connection with such proceeding, including reasonable attorneys’ fees.


So long as document
exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative (as
identified to the Custodian by the Certificate Administrator) and the applicable Mortgage Loan Seller, a document exception report
setting forth the then current status of any Defects related to the Mortgage Files pertaining to the Mortgage Loans sold by such
Mortgage Loan Seller.


As to any Qualified
Substitute Mortgage Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian for such Qualified
Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed
as required by Section 2.01(a)(i) hereof. Periodic Payments due with respect to Qualified Substitute Mortgage Loans
in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall be
remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution Date. For the month of
repurchase or substitution, distributions to Certificateholders will include the Periodic Payment(s) due on the related Removed
Mortgage Loan, if and to the






    	 	-148-	 



     


    



extent 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,
as applicable, and such Mortgage Loan Seller shall be entitled to retain all amounts received thereafter in respect of such Removed
Mortgage Loan.


In any month in which
a Mortgage Loan Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Removed Mortgage Loans, the
Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate Administrator thereof.
Promptly upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan Seller to deposit into the
Collection Account and/or the applicable Serviced Whole Loan Collection Account, as applicable, cash equal to such amount concurrently
with the delivery of the Mortgage Files for such Qualified Substitute Mortgage Loans, without any reimbursement thereof. The Certificate
Administrator shall also direct such Mortgage Loan Seller to give written notice to the Depositor, the Trustee and the Master Servicer
of such deposit. The Certificate Administrator shall cause its Distribution Date Statement to reflect the removal of each Removed
Mortgage Loan and, if applicable, the substitution of the Qualified Substitute Mortgage Loan. Upon any such substitution, the Qualified
Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects.


It is understood and
agreed that Section 6 of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan failing
to constitute a Qualified Mortgage) or any Defect.


(h)              
In the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute
a breach of any of the Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves
the right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master
Servicer, the Special Servicer or the Directing Certificateholder, unless such defense results in any liability of the Master Servicer,
the Special Servicer or the Directing Certificateholder, as applicable.


(i)                
If for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement
with respect to any Mortgage Loan, the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller to cure, repurchase
or substitute for such Mortgage Loan under the terms of the related Mortgage Loan Purchase Agreement all at the expense of such
Mortgage Loan Seller.


(j)                
(i)  In the event an Initial Requesting Holder delivers a written request to the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its capacity
as the Operating Advisor) or the Custodian that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging
the existence of a Defect or Breach with respect to such Mortgage Loan and setting forth the basis for such allegation (an “Owner
Repurchase Request”), the Special Servicer shall promptly forward that Owner Repurchase Request to the Master Servicer
and the Special Servicer. The Enforcing Servicer, shall then promptly forward that Owner






    	 	-149-	 



     


    



Repurchase Request
to the Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(k), 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(k)(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 the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage
Loan, that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement, identifying
the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”,
and each of an Owner Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the
Enforcing Servicer shall promptly forward such PSA Party Repurchase Request to the Mortgage Loan Seller. The Enforcing Servicer
shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution Failure occurs with respect to the
PSA Party Repurchase Request, the provisions described below under subsection (k)(i) below shall apply.


(iii)               
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”) shall be deemed to have occurred. Receipt of the Repurchase Request
shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the Mortgage Loan Seller.


(iv)                 
Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other
than the Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with
respect to such Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Non-Specially Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer without undue burden or expense, and reasonably requested by
the Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially
Serviced Mortgage Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File, information,
documents and records, the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


After the Dispute
Resolution Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Holder, no Certificateholder or Certificate
Owner shall have the right to elect to refer the Repurchase Request to mediation or arbitration and the Enforcing Servicer, as
the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights






    	 	-150-	 



     


    



against the related
Mortgage Loan Seller, subject to the consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


(k)              
(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 Holder or by a party to this Agreement), the Enforcing Servicer will be required
to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, to the address
specified in the Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners [and the RR Interest
Owner] by posting such notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended
course of action with respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer
is the Enforcing Servicer, the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so
long as no Consultation Termination Event has occurred) the Directing Holder regarding any Proposed Course of Action. The Proposed
Course of Action Notice shall include (a) a request to the Certificateholders to indicate their agreement with or dissent from
such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action
on such notice within 30 days after the date of such notice and a disclaimer that responses received after such 30-day period will
not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the
Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority, by
Certificate Balance, of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the
case may be, in accordance with the procedures described below relating to the delivery of the Preliminary Dispute Resolution Election
Notices and Final Dispute Resolution Election Notices, (c) a statement that responding Certificateholders will be required to certify
their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to
send their responses to the Enforcing Servicer and the Certificate Administrator. Within three (3) Business Days after the
expiration of the 30-day response period, the Certificate Administrator shall tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that
clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the applicable Certificateholder agrees or disagrees
with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(k)(i) shall be limited solely to tabulating Certificateholder responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s tabulation of the majority, by Certificate Balance, of the responding Certificateholders. If (a) the
Enforcing Servicer’s intended course of






    	 	-151-	 



     


    



action with respect
to the Repurchase Request does not involve pursuing further action to exercise rights against the Mortgage Loan Seller with respect
to the Repurchase Request and the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes
to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing
Servicer’s intended course of action is to pursue further action to exercise rights against the Mortgage Loan Seller with
respect to the Repurchase Request but the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner
does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Holder, if any,
or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days after 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 (including nonbinding arbitration) or arbitration. In the event that
(a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including
nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution
Election Notice and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate
Owners shall also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes
of determining the course of action approved by the majority, by Certificate Balance, of Certificateholders.


(ii)                 
If neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
obligated and entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to determine a course
of action including but not limited to, enforcing the consent or consultation rights of the Directing Certificateholder pursuant
to Section 6.08.


(iii)                 
Promptly and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Holder, if any, or (b) any other Certificateholder, Certificate Owner [or the RR Interest Owner]
(each of clauses (a) or (b), a “Requesting Holder”), the Special Servicer will be required to
consult with each Requesting Holder regarding such Requesting Holder’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 Holder 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 10 Business
Days following the Dispute Resolution Cut-off Date. 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 5 Business
Days after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to the Special Servicer
indicating its decision to exercise its right to






    	 	-152-	 



     


    



refer the matter
to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


(iv)                 
If, following the Dispute Resolution Consultation, no Requesting Holder 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 determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to
the Repurchase Request and no Certificateholder, Certificate Owner [or the RR Interest Owner] shall have any further right to elect
to refer the matter to mediation or arbitration.


(v)                 
If a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Special Servicer, then such Requesting
Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or
arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then
such Requesting Holders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights
among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no
Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days after delivery of its
Final Dispute Resolution Election Notice to the Special Servicer, then (i) the rights of a Requesting Holder to act as the Enforcing
Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to
mediation or arbitration; (ii) if the Proposed Course of Action Notice indicated that the Special Servicer shall take no further
action with respect to the Repurchase Request, then the related Defect or Breach shall be deemed waived for all purposes under
this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed
waived with respect to a Requesting Holder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent
there is a material change in the facts and circumstances known to such party; 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 obligated and entitled to determine a course of action, including but
not limited to, enforcing the Trust’s rights against the Mortgage Loan Seller.


(vi)               
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(k) will
not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with
respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
[and the RR Interest Owner] 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 Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller; provided that a Consultation Termination Event has
not occurred and is continuing and an applicable Excluded Loan is not involved, and






    	 	-153-	 



     


    



in accordance
with the Servicing Standard. For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller or any of their respective
Affiliates shall be entitled to be an Initial Requesting Holder or a Requesting Holder, to act as a Certificateholder for purposes
of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote
Certificates owned by it or such Affiliate(s) with respect to the course of action proposed or undertaken pursuant to the procedures
described in Section 2.03(j) and Section 2.03(k).


(l)                
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 15 years of
experience in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization matters
or other complex commercial transactions 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.


(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 including, if applicable, between the
Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(m)            
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






    	 	-154-	 



     


    



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, additional discovery to the extent that the arbitrator determines good
cause is shown that such additional discovery is reasonable and necessary.]


(vi)                 
The arbitrator shall make its final determination no later than [30] days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the 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.






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


(n)              
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 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 Holder 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 Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party;
provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding
will be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination
Event has not occurred and is continuing, and an applicable Excluded Loan is not involved, and in accordance with the Servicing
Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and
deposited in the Collection Account. The agreement with the arbitrator or mediation, as the case may be, will provide that in the
event a Requesting Holder is allocated any related costs and expenses pursuant to the






    	 	-156-	 



     


    



terms of the
arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf
shall be responsible for any such costs and expenses allocated to the Requesting Holder.


(v)                 
In the event a Requesting Holder is the Enforcing Party, the Requesting Holder shall pay any expenses allocated to the Enforcing
Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


(vi)                 
The Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or the 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, Certificate Owners [and the RR Interest Owner] shall be permitted to communicate prior to the commencement
of any such proceedings to the extent provided in Section 5.06.


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


(viii)                 
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


Section 2.04       
Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer, as Master Servicer,
hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


(i)               
The Master Servicer is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws of the [PLACE
OF ORGANIZATION], and the Master Servicer is in compliance with the laws of each state (within the United States of America) in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)               
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other






    	 	-157-	 



     


    



material instrument
to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order,
judgment or decree to which the Master Servicer or its property is subject, which, in the case of either (B) or (C), is likely
to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or
its financial condition;


(iii)               
The Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and
has duly executed and delivered this Agreement;


(iv)               
This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Depositor, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and 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 default with respect to any law, any order or decree of any court, or any order, regulation
or demand of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment
is likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


(vi)               
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from 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)               
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation
of the transactions of the Master Servicer contemplated by this Agreement, except for any consent, approval, authorization or order
which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer
to perform its obligations hereunder;


(viii)               
Each officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of
Mortgage Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with
the coverage required by this Agreement or the Master Servicer self-insures for such risks in compliance with the requirements
of Section 3.08(d) of this Agreement.






    	 	-158-	 



     


    





(b)              
The Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own
benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


(i)               
The Special Servicer is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws of the [PLACE
OF ORGANIZATION], and the Special Servicer is in compliance with the laws of each state (within the United States of America) in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)               
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


(iii)               
The Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and
has duly executed and delivered this Agreement;


(iv)               
This Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation
of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)               
The Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation
or demand of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment
is likely to materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


(vi)               
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment is likely to materially and adversely affect either the ability of the Special






    	 	-159-	 



     


    



Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


(vii)               
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation
of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or
order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder;


(viii)               
Each officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration
of Mortgage Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and
with the coverage required by this Agreement or the Special Servicer self-insures for such risks in compliance with the requirements
of Section 3.08(d) of this Agreement.


(c)               
It is understood and agreed that the representations and warranties set forth in this Section shall survive delivery
of the respective Mortgage Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure
to the benefit of the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Serviced Companion Loan Noteholders and the Master Servicer or Special Servicer, as the case may be. Upon discovery by the
Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or a Responsible Officer of the Trustee (or upon written notice thereof from any Certificateholder) 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, the Certificate Administrator, the Master Servicer, Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage Loan Sellers.


(d)              
The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Serviced Companion Loan Noteholders as of the Closing
Date, that:


(i)               
The Trustee is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws of the [PLACE OF ORGANIZATION]
and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute,
deliver and perform the terms of this Agreement.


(ii)               
This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in
accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’






    	 	-160-	 



     


    



rights in general
and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).


(iii)               
Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions
herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with
or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment
in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental
rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee
or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound which,
in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee
to perform its obligations under this Agreement.


(iv)               
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
binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction,
or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that
would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties.


(v)               
No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental
agency or body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this
Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially
adverse effect on the Trustee’s ability to perform its obligations hereunder.


(vi)               
To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification
Agreement, dated as of the Pricing Date, among the Trustee, the Depositor and the Underwriters.


(e)               
The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing
Date, that:


(i)               
The Certificate Administrator is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws of
the [PLACE OF ORGANIZATION] and has full power, authority and legal right to own its properties and conduct its business as presently
conducted and to execute, deliver and perform the terms of this Agreement.






    	 	-161-	 



     


    





(ii)               
This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization,
execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate
Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law).


(iii)               
Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate
Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate
Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the
provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator
or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument
or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to
perform its obligations under this Agreement.


(iv)               
The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate
Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect
to, any order or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state,
municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance
which, in any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate
Administrator to perform its obligations under this Agreement.


(v)               
No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the
Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which,
if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations
hereunder.


(vi)               
To the best of the Certificate Administrator’s knowledge, no litigation is pending or 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 or the Indemnification Agreement, dated as of the Pricing Date, between the Certificate Administrator, the
Depositor and the Underwriters.


(f)               
The Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Asset






    	 	-162-	 



     


    



Representations
Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


(i)               
The Operating Advisor is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws of the [PLACE
OF ORGANIZATION] and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.


(ii)               
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


(iii)               
The Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions
to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this
Agreement, and has duly executed and delivered this Agreement;


(iv)               
This Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor,
enforceable against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)               
The Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation
or demand of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment,
is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


(vi)               
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations
under this Agreement or the financial condition of the Operating Advisor; and






    	 	-163-	 



     


    





(vii)               
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation
of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or
order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


(g)              
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and
the Certificate Administrator, as of the Closing Date, that:


(i)                 
The Asset Representations Reviewer is a [ENTITY TYPE], duly organized, validly existing and in good standing under the laws
of the [PLACE OF ORGANIZATION], and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)                 
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset
Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


(iii)                 
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


(iv)                 
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;


(v)                 
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local






    	 	-164-	 



     


    



governmental
or regulatory authority, which violation, in the Asset Representations Reviewer’s good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under
this Agreement or the financial condition of the Asset Representations Reviewer;


(vi)                 
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


(vii)                 
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


(viii)                 
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)                 
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


Section 2.05       
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests and the Loan Specific REMIC Regular
Interests. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to the
Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the
provisions of Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) acknowledges
and hereby declares that it holds the Mortgage Loans (excluding the Excess Interest, the AB Whole Loan [and the Mortgage Loan Seller
Strip]) for the benefit of (y) the Holders of the Class [R] Interest and (z) the Lower-Tier REMIC as holder of such portions
of the Mortgage Loans; (ii) acknowledges and hereby declares that it holds the Excess Interest [and the Mortgage Loan Seller Strip
for the benefit of [Mortgage Loan Seller]] and the Loan Specific REMIC for the benefit
of (y) the Holders of the Class R Certificates (in respect of the Class LTR Interest) and (z) the Lower-Tier REMIC as holder of
the Loan Specific REMIC Regular Interest; (iii) acknowledges and hereby declares that it holds the Excess Interest for the
benefit of the Holders of the [ARD CLASS] Certificates; (iv) acknowledges the issuance of the Loan Specific REMIC Regular Interests
and the [LOAN SPECIFIC CLASS]-R Interest represented by the Class [R] Certificates and hereby declares that it holds the Loan Specific
REMIC Regular Interests on behalf of the Lower-Tier REMIC, the Upper-Tier REMIC and the Holders of the Certificates (other than
the [ARD CLASS]






    	 	-165-	 



     


    



Certificates); (v)
acknowledges the issuance of the Lower-Tier Regular Interests and the Class [LTR] Interest represented by the Class [R] Certificates;
(vi) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares
that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates (other than
the [ARD CLASS]); and (vii) in exchange for the Lower-Tier Regular Interests, acknowledges the issuance of the Class [PEZ]
Regular Interests and has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor,
or as directed by the terms of this Agreement, the Regular Certificates, the Exchangeable Certificates and the Class UTR Interest
represented by Class [R] Certificates, in authorized denominations; and the Depositor hereby acknowledges the receipt by it or
its designees of the Regular Certificates, the Class [R] Certificates, the Exchangeable Certificates and the [CLASS ARD] Certificates,
which Certificates [and the Mortgage Loan Seller Strip] evidence ownership of the entire Trust Fund.


The Depositor, as
of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all
the right, title and interest of the Depositor in and to the Class [PEZ] Regular Interests to the Trustee for the benefit of the
holders of the Class [__] Certificates (to the extent of the Class [__] Percentage Interest of the Class [__] Regular Interest),
the Class [__] Certificates (to the extent of the Class [__] Percentage Interest of the Class [__] Regular Interest), the Class[__]
Certificates (to the extent of the Class [__] Percentage Interest of the Class[__] Regular Interest) and the Class [PEZ] Certificates
(to the extent of the applicable Class [PEZ] Percentage Interest of each of the Class [PEZ] Regular Interests).


The Trustee (i) acknowledges
the assignment to it of the Class [PEZ] Regular Interests and (ii) declares that it holds and will hold the Class [PEZ] Regular
Interests for the exclusive use and benefit of the Holders of the Exchangeable Certificates. The Certificate Administrator has
caused the Exchangeable Certificates to be executed and authenticated and delivered to or upon the order of the Depositor, or as
directed by the terms of this Agreement, in exchange for the Class [PEZ] Regular Interests, and the Depositor hereby acknowledges
the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations.


The Depositor, as
of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all
the right, title and interest of the Depositor in and to the Excess Interest to the Trustee for the benefit of the holders of the
[ARD CLASS] Certificates. The Trustee (i) acknowledges the assignment to it of the Excess Interest, (ii) declares that it holds
and will hold such Excess Interest in trust for the exclusive use and benefit of all present and future Holders of the [ARD CLASS]
Certificates and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, in exchange for the Excess Interest, and the Depositor hereby acknowledges
the receipt by it or its designees of the [ARD CLASS] Certificates in authorized Denominations.


Section 2.06       
Miscellaneous REMIC and Grantor Trust Provisions. (a)  The Loan Specific REMIC Regular Interests issued hereunder
are hereby designated as the “regular interests” in the Loan Specific REMIC within the meaning of Section 860G(a)(1)
of the Code, and the [LOAN SPECIFIC CLASS]-R Interest, represented by the Class [R] Certificates, is hereby designated as the sole
Class of “residual interest” in the Loan Specific REMIC within the






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meaning of Section
860G(a)(2) of the Code. The Lower-Tier Regular Interests issued hereunder are hereby designated as the “regular interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class R Interest, represented by the
Class [R] Certificates, is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within
the meaning of Section 860G(a)(2) of the Code. The Regular Certificates and the Class [PEZ] Regular Interests are hereby designated
as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class
UTR Interest, represented by the Class [R] Certificates is hereby designated as the sole Class of “residual interests”
in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the
“Startup Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible
maturity date” of the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests, the Regular Certificates and
the Class [PEZ] Regular Interests for purposes of Section 860G(a)(l) of the Code is the Rated Final Distribution Date.


(b)               
None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer 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.


(c)              
Each of the [ARD CLASS] Certificates, Class [__] Certificates, Class [__] Certificates, Class [__] Certificates and Class
[PEZ] Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting of,
respectively, [ARD CLASS] Specific Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets, the Class [__] Specific
Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets, and the Class [PEZ] Specific Grantor Trust Assets. The Grantor
Trust shall be treated as a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.


Article III


ADMINISTRATION AND SERVICING

OF THE TRUST FUND


Section 3.01       
The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage
Loans and the Serviced Companion Loans. (a) The Master Servicer (generally with respect to Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (generally with respect
to Specially Serviced Loans and Serviced REO Loans), each as an independent contractor servicer, shall service and administer the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee
(as Trustee for the Certificateholders) and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders,
(as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single
lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the
subordinate nature of such Serviced Subordinate Companion Loan)), in each case, in accordance with the Servicing Standard.






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The Master Servicer’s
or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the
case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof).
To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer
and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes;
provided, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or
Special Servicer of the collectability of the Mortgage Loans or the Serviced Companion Loans. Subject only to the Servicing Standard,
the Master Servicer and Special Servicer shall have full power and authority, acting alone or through sub-servicers (subject to
paragraph (c) of this Section 3.01, to the related sub-servicing agreement with each sub-servicer 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 that
it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders
[and the RR Interest Owner], including, without limitation, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage
Loan, and in the case of the Serviced Whole Loans, in the best interests of the Certificateholders [and the RR Interest Owner]
and the Serviced Companion Loan Noteholders, as a collective whole as if such Certificateholders [and the RR Interest Owner] and
(with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholders constituted a single lender (and with respect to any
Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced
Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of the Certificateholders and Serviced Companion Loan
Noteholders 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) any modifications,
waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File; 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 such Mortgage Loans and the Mortgaged Properties. 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 except under
the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24,
Section 3.25, Section 3.26 and Section 3.27 hereof. The Master Servicer (with respect to Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans) and the Special
Servicer (with respect to Specially Serviced Loans and Serviced REO Loans) shall provide to the Borrowers related to such Mortgage
Loans that it is servicing any reports required to be provided to them pursuant to the related Loan Documents. 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 and Special Servicer, as applicable, any powers of attorney (substantially in the form attached hereto as
Exhibit DD, or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer,
as applicable) and other documents (including but not limited to other powers of attorney) prepared by the Master Servicer and
Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer
and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder. The Trustee shall not be
held liable for any misuse of any such power of attorney or such other documents by the Master Servicer and Special Servicer,
as applicable. Notwithstanding anything contained herein to the contrary, none of the Master Servicer or the Special Servicer
shall,






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without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the
Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any
requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master Servicer or 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.


(b)               
Unless otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall apply
any partial Principal Prepayment received on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan,
as applicable, on a date other than a Due Date to the Stated Principal Balance of such Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Companion Loan, as applicable, as of the Due Date immediately following the date of receipt of such
partial Principal Prepayment. Unless otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master
Servicer shall apply any amounts received on U.S. Treasury obligations in respect of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Companion Loan, as applicable, being defeased pursuant to its terms to the Stated Principal Balance
of and interest on such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the receipt
of such amounts.


(c)              
The Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to
any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply
in all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions
of this Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Intercreditor
Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides
that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement
applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Article X and (y) the failure of such Sub-Servicer to comply with any requirements to deliver
any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other
series of certificates offered by the Depositor shall constitute an event of default by such Sub-Servicer upon the occurrence of
which the Master Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing
Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special
Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan or Serviced Companion Loan, as
applicable, or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which
approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10,
Section 3.24, Section 3.25, Section 3.26,






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Section 3.27,
(as applicable), (iv) such agreement shall be consistent with the Servicing Standard and (v) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party. 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) (including, for the avoidance
of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be a Servicing Function
Participant, at the time the related sub-servicing agreement is entered into). Any monies received by a Sub-Servicer pursuant to
a Sub-Servicing agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on the date received
by such Sub-Servicer.


Any Sub-Servicing
Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated
by the Trustee (in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller Sub-Servicer so long as such
Mortgage Loan Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement) if the Trustee has assumed the
duties of the Master Servicer or the Special Servicer, respectively, or any successor Master Servicer or Special Servicer, as applicable,
without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except
to the extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant
to Section 7.01(f) (it being understood that any such obligations shall be the obligations of the terminated Master
Servicer or Special Servicer, as applicable, only).


Any Sub-Servicing
Agreement, and any other transactions or services relating to the Mortgage Loans or the Serviced Companion Loans involving a Sub-Servicer,
shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the
Trustee, the Certificate Administrator, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders
and, if applicable, Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except
as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii)
and Section 3.01(d).


Any Sub-Servicing
Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master Servicer
(and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause pursuant
to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.


Notwithstanding the
provisions of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the
Certificate Administrator, the Depositor or any Serviced Companion Loan Noteholder bear any termination fee required to be paid
to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement.


Notwithstanding any
other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the
performance by third parties of any or all of its obligations herein, without the consent of the Directing Certificateholder for






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so long as no Control
Termination Event has occurred and is continuing, except to the extent necessary for the Special Servicer to comply with applicable
regulatory requirements.


(d)               
If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any
successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.01(f),
the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit
the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.01(f),
shall, without act or deed on the part of the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable,
succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c).
In such event, such successor shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s
interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer
or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special
Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been
assigned to such successor, except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved
of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.


If the Trustee or
any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the
Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as applicable, shall
at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to Section 3.22(b),
at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the event that the Master Servicer
or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver to such successor
all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced Companion Loans, as
applicable, then being serviced hereunder or thereunder and an accounting of amounts collected and held by it, if any, and shall
otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such
successor. The Master Servicer shall not be required to assume the obligations of the Special Servicer and nothing in this paragraph
shall imply otherwise.


(e)              
The parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Intercreditor
Agreement and, with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions
of the Other Pooling and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of each
Companion Loan Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the
allocation of collections (and all other amounts received in connection with the related Whole Loan) on or in respect of the related
Mortgage Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


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






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hereunder and the
Master Servicer’s and the Special Servicer’s authority with respect to the Serviced Whole Loans are limited by and
subject to the terms of the related Intercreditor Agreement and, with respect to any Non-Serviced Mortgage Loan, the rights of
the Other Servicer and the Other Special Servicer under the Other Pooling and Servicing Agreement. The Master Servicer shall, consistent
with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the
related Intercreditor Agreement and the Other Pooling and Servicing Agreement. The parties hereto acknowledge that each Non-Serviced
Whole Loan and any related REO Property are being serviced and administered under the related Other Pooling and Servicing Agreement
and the Other Servicer will make any Servicing Advances required thereunder in respect of such Non-Serviced Whole Loan and remit
collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall have any obligation or authority to supervise the related Other Servicer, the
related Other Special Servicer or the related Other Trustee or to make Servicing Advances with respect to any such Non-Serviced
Whole Loan. Although each Non-Serviced Whole Loan is being serviced under the related Other Pooling and Servicing Agreement, the
Controlling Class Representative may have certain information and consultation rights relating to the servicing of the Non-Serviced
Whole Loan pursuant to the terms of the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement.
Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections and make debt
service advances to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Whole
Loan shall be dependent on its receipt of the corresponding information and collections from the related Other Servicer or the
related Other Special Servicer. Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect
to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations
with respect to such Non-Serviced Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or
conditions of an Intercreditor Agreement related to a Non-Serviced Whole Loan and the provisions, terms or conditions of this Agreement,
the related Intercreditor Agreement shall govern.


If any Mortgage Loan
included in any Serviced Whole Loan is no longer part of the Trust Fund and the servicing and administration of such Serviced Whole
Loan is to be governed by a separate servicing agreement and not by this Agreement, the Master Servicer and, if such Serviced Whole
Loan is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate
servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the
case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation
provisions substantially similar to the corresponding provisions of this Agreement, except that such Serviced Whole Loan and the
related Mortgaged Property shall be serviced as if they were the sole assets serviced and administered thereunder and the sole
source of funds thereunder and except that there shall be no further obligation of any Person to make P&I Advances. All amounts
due the Master Servicer, the Trustee and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement
and the applicable Intercreditor Agreement shall be paid to the Master Servicer, the Trustee and the Special Servicer by the successor
Master Servicer or Special Servicer, as applicable, or as an Additional Trust Fund Expense on the first Master Servicer Remittance
Date following termination. In addition, until such time as a separate servicing agreement with respect to such






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Serviced Whole Loan
and any related Serviced REO Property has been entered into and, notwithstanding that neither such Mortgage Loan nor any related
Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File and the Master Servicer
and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue to service such Serviced Whole Loan
or any related Serviced REO Property, as the case may be, under this Agreement as if it were a separate servicing agreement. Nothing
herein shall be deemed to override the provisions of an Intercreditor Agreement with respect to the rights of the related noteholders
thereunder and with respect to the servicing and administrative duties and obligations with respect to such Serviced Whole Loans.
In the event of any inconsistency or discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related
to a Serviced Whole Loan and the provisions, terms or conditions of this Agreement, except as provided in Section 3.23(f),
the related Intercreditor Agreement shall govern, and as to any matter on which such Intercreditor Agreement is silent or makes
reference to this Agreement, this Agreement shall govern.


Section 3.02       
Liability of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement,
any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special Servicer,
as applicable, 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 or the Special Servicer, as applicable, shall remain obligated
and primarily liable to the Trustee (on behalf of the Certificateholders), the Certificateholders the Certificateholders and, with
respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders, for the servicing and administering of the Mortgage
Loans and Serviced Companion Loans 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 the Depositor or any
other 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 or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans and
Serviced Companion Loans. Each of the Master Servicer and the Special Servicer shall be entitled to enter into an agreement with
any sub-servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such sub-servicer,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.


Section 3.03       
Collection of Mortgage Loan and Serviced Companion Loan Payments. The Master Servicer (with respect to all the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and the Serviced Companion Loans (other than Specially Serviced Loans) that the
Master Servicer is servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts
to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and the Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing Standard with respect to
such collection procedures; provided, that nothing herein contained shall be construed as an express or implied guarantee
by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans or the Serviced Companion Loans; provided,
further, that with respect to such Mortgage Loans (other than a Non-Serviced Mortgage Loan) or






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Serviced Whole Loans,
as applicable, that have Anticipated Repayment Dates, so long as the related Borrower is in compliance with each provision of the
related Loan Documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder,
if applicable) shall not take any enforcement action with respect to the failure of the related Borrower to make any payment of
Excess Interest, other than requests for collection, until the final maturity date of such Mortgage Loan or the outstanding principal
balance of such Mortgage Loan has been paid in full, however, consistent with the applicable Servicing Standard, the Master Servicer,
or the Special Servicer each may in its discretion waive the Excess Interest (even at the final maturity date) in connection with
any Mortgage Loan it is obligated to service hereunder if taking such action is in the best interest of the Certificateholders
[and the RR Interest Owner] as a collective whole. With respect to each Performing Loan (other than a Non-Serviced Mortgage Loan),
the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and
rent rolls from Borrowers as required by the Loan Documents and the terms hereof. The Master Servicer shall provide at least 90 days’
notice (with a copy to the Special Servicer) to the Borrowers of Balloon Payments coming due on Performing Loans (other than a
Non-Serviced Mortgage Loan). Consistent with the foregoing, the Master Servicer (with respect to each Performing Loan) or the Special
Servicer (with respect to Specially Serviced Loans) may in their discretion waive any late payment charge or Default Interest in
connection with any delinquent Periodic Payment or Balloon Payment with respect to any Mortgage Loan or Serviced Companion Loan
that it is servicing. In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of
payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Agreement.


Section 3.04       
Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a)  The Master Servicer, in the case
of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing, shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums payable with respect thereto. With respect to each Specially Serviced Loan, the
Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent
rolls from Borrowers as required by the Loan Documents. The Special Servicer, in the case of Serviced REO Loans, and the Master
Servicer, in the case of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing, shall use reasonable
efforts consistent with the Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including
renewal premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to
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 Loan Documents for the related
Mortgage Loan or Serviced Companion Loan. If a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) fails to
make any such payment on a timely basis or collections from the Borrower 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 Servicing Advance unless the Master
Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided
that with respect to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions
of the second to last paragraph in Section 3.21(d) of this Agreement). The Master






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Servicer shall be
entitled to reimbursement of Servicing Advances, with interest thereon at the Reimbursement Rate, that it makes pursuant to this
Section 3.04 of this Agreement from amounts received on or in respect of the related Mortgage Loan or Serviced Whole
Loan respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by
Section 3.06 of this Agreement. 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 or Serviced Companion Loan
Noteholders, be added to the amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the
terms of such Mortgage Loans or Serviced Companion Loans so permit.


The parties acknowledge
that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service provider provided
for in the related Other Pooling and Servicing Agreement may make) Servicing Advances with respect to such Non-Serviced Mortgage
Loans pursuant to the related Other Pooling and Servicing Agreement. The Other Servicer (or other service provider) shall be entitled
to reimbursement for nonrecoverable Servicing Advances (as such term or similar term may be defined in the related Other Pooling
and Servicing Agreement) with, in each case, any accrued and unpaid interest thereon provided for under the related Other Pooling
and Servicing Agreement in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor Agreement
and Section 3.06(a)(v) of this Agreement.


(b)              
The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than
any Non-Serviced Mortgage Loans) or any Serviced Companion Loan that it is servicing 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 and maintained in accordance with the requirements of the related Mortgage Loan or Serviced
Whole Loan, as applicable, and in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow
Account any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b)
of this Agreement and any Insurance Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair
of any Mortgaged Property pursuant to the related Mortgage Loan or Serviced Whole Loan. Escrow Accounts shall be Eligible Accounts
(except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account); provided,
if the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account
(except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account), the Master
Servicer shall have 30 days (or such longer time as confirmed by a Rating Agency Confirmation, obtained at the expense of the Master
Servicer relating to the Certificates and any related Serviced Companion Loan Securities) to transfer such account to an Eligible
Account. Escrow Accounts shall be entitled, “[NAME OF MASTER SERVICER], as Master Servicer, on behalf of [NAME OF TRUSTEE],
as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”. Withdrawals from
an Escrow Account may be made by the Master Servicer only:




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(i)               
to effect timely payments of items constituting Escrow Payments for the related Mortgage;


(ii)               
to transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Collection Account (or any sub-account
thereof) to reimburse the Master Servicer or the Trustee for any Servicing Advance (with interest thereon at the Reimbursement
Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or Serviced Whole
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
and/or Serviced Whole Loan, as applicable, and the Servicing Standard;


(iv)               
to clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan
and/or Serviced Whole Loan, as applicable;


(v)               
to pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such
Mortgage Loan or Serviced Whole Loan, or otherwise to the Master Servicer; or


(vi)               
to remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to
Borrowers determined to be overages.


(c)               
The Master Servicer shall, as to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each Serviced Companion
Loan that it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status
of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums
and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for
(or otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans and Serviced Companion
Loans that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty
or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow
Payments as allowed under the terms of the related Loan Documents for such Mortgage Loan and Serviced Companion Loan (or, if such
Mortgage Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan Documents
that the Borrower make payments in respect of such items at the time they first become due and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to
Section 3.21 of this Agreement, the Master Servicer shall timely make a Servicing Advance with respect to the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and Serviced Whole






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Loans that it is servicing,
if any, to cover any such item which is not so paid, including any penalties or other charges arising from the Borrower’s
failure to timely pay such items.


Section 3.05       
Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole
Loan Collection Accounts. (a)  The Master Servicer shall establish and maintain a Collection Account, for the benefit
of the Certificateholders and the Trustee as the Holder of the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests
and the Class [PEZ] Regular Interests with respect to the Mortgage Loans that it is servicing. The Collection Account shall be
established and maintained as an Eligible Account. Amounts attributable to the AB Whole Loan will be assets of the Loan Specific
REMIC. Amounts in the Collection Account attributable to the Mortgage Loans (other than Excess Interest, the AB Whole Loan [or
the Mortgage Loan Seller Strip]) and amounts attributable to the Loan Specific REMIC Regular Interests will be assets of the Lower-Tier
REMIC[, and amounts attributable to the Mortgage Loan Seller Strip will be beneficially owned by [Mortgage
Loan Seller], or its successors or assigns]. Amounts attributable to Excess Interest will be assets of the Grantor Trust.
Amounts attributable to the Companion Loans will not be assets of the Trust Fund.


The Master Servicer
shall deposit or cause to be deposited in the Collection Account on a daily basis (and in no event later than the [second] Business
Day following receipt) of properly identified funds of the following payments and collections received or made by or on behalf
of it on or with respect to the Mortgage Loans subsequent to the Cut-off Date:


(i)               
all payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan),
including the principal component of all Unscheduled Payments;


(ii)               
all payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan)
(net of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest
and the interest component of all Unscheduled Payments;


(iii)               
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 the Collection Account;


(iv)               
all Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Whole Loan REO Account) pursuant to
Section 3.15(b) of this Agreement;


(v)               
any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the
Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), to the extent not permitted to be retained by the
Master Servicer as provided herein;


(vi)               
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than
any Mortgage Loan related to a Serviced Whole Loan)or any REO Property (other than a Serviced REO Property related






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to a Serviced
Whole Loan), other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the
Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution Account pursuant
to Section 9.01 of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances, including
any recovery of Unliquidated Advances, in respect of the related Mortgage Loans (other than any Mortgage Loan related to a Serviced
Whole Loan); provided, that any Liquidation Proceeds related to a sale, pursuant to Section 3.16 hereof or pursuant
to the related Intercreditor Agreement, of a Mortgage Loan included in a Serviced Whole Loan shall be deposited directly into the
Collection Account and applied solely to pay expenses relating to that Mortgage Loan and to Available Funds (and with respect to
the Trust Subordinate Companion Loan, Loan Specific Available Funds);


(vii)               
Penalty Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) to the extent required
to offset interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;


(viii)               
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b)
of this Agreement in connection with losses resulting from a deductible clause in a blanket or master force-placed policy
in respect of the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan);


(ix)               
any other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred
from the Serviced Whole Loan Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion
Loans or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights
or reimbursement obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable,
other than in respect of a Serviced Whole Loan) to be deposited into the Collection Account by the Master Servicer or Special Servicer;


(x)               
any Compensating Interest Payments in respect of the Mortgage Loans that the Master Servicer is servicing (other than any
Non-Serviced Mortgage Loan or any Mortgage Loan related to a Serviced Whole Loan) pursuant to Section 3.17(c) of this
Agreement; and


(xi)               
any Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement.


In the case of Gain-on-Sale
Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto, which the Master Servicer shall
hold for (i) the Trustee for the benefit of the Loan Specific REMIC Regular Interests (provided that any Gain-on-Sale Proceeds
with respect to the AB Whole Loan shall be deemed to be distributed by the Loan Specific REMIC in respect of the [LOAN SPECIFIC
CLASS]-R Interest to the Holder of the Class R Certificates and then recontributed in respect of the Class LTR Interest and held
by Master Servicer as an asset of the Lower-Tier REMIC for the benefit of the Trustee as Holder of the Lower-Tier Regular Interests
and Certificateholders), the Lower-Tier Regular Interests and the Regular Interests, (ii) for the benefit of the Certificateholders
(other than the [ARD CLASS]






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Certificates) and
the Trustee as the Holder of the Lower-Tier Regular Interests and the Class [PEZ] Regular Interests and (iii) for the benefit
of any Serviced Companion Loan Noteholder entitled thereto. Any Gain-on-Sale Proceeds shall be identified separately from any other
amounts held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan also
identified separately).


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, payments in the nature of late payment charges (subject to Section 3.12 and the related Intercreditor
Agreement), Assumption Fees, Modification Fees and consent fees, loan service transaction fees, extension fees, demand fees, beneficiary
statement charges and similar 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 in accordance
with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Mortgage
Loans that it is servicing as additional compensation.


If 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.


Upon receipt of any
of the amounts described in clauses (i), (ii), (v) and (vi) of this Agreement above with respect to any Specially Serviced Loan
which is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof (except,
if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit such amounts
within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account in accordance
with the second paragraph of this Section 3.05 of this Agreement, 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. Any such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO
Property related to the Serviced Whole Loans) shall be deposited by the Special Servicer into the REO Account and remitted to the
Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect
to any related Serviced Whole Loan, the Special Servicer shall comply with Section 3.05(g) of this Agreement. With
respect to any such amounts paid by check to the order of the Special Servicer, the applicable Special Servicer shall endorse without
recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer
by overnight courier.


(b)              
The Certificate Administrator shall establish and maintain the Loan Specific REMIC Distribution Account and the Lower-Tier
Distribution Account in its own name for the benefit of the Trustee, for the benefit of the Certificateholders [and the RR Interest
Owner] and the Trustee as the Holder of the Loan Specific REMIC Regular Interest, the Lower-Tier Regular Interests and the Class
[__] Regular Interests. The Loan Specific REMIC Distribution Account and the Lower-Tier Distribution Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate
Administrator shall withdraw from the Loan Specific REMIC






    	 	-179-	 



     


    



Distribution Account
and deposit in the Lower-Tier Distribution Account on or before such date the Loan Specific Available Funds.


(c)               
With respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before
the Master Servicer Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds
pursuant to Section 3.06(a) of this Agreement and deposits from the Serviced Whole Loan Collection Account pursuant
to Section 3.06 of this Agreement. Upon receipt from the Master Servicer of such amounts held in the Collection Account,
the Certificate Administrator shall deposit in (A) the Loan Specific REMIC Distribution Account (i) the amount of Available Funds
allocable to the AB Mortgage Loan and the Loan Specific Available Funds to be distributed pursuant to Section 4.01 of this
Agreement on such Distribution Date and (ii) the amount of Gain-on-Sale Proceeds allocable to the AB Whole Loan to be deposited
in the Loan Specific REMIC Distribution Account, then deemed distributed in respect of the [LOAN SPECIFIC CLASS]-R Interest in
the Loan Specific REMIC (which Certificate Administrator shall then redeposit in respect of the Class LTR Interest in the Gain-on-Sale
Reserve Account in the Lower-Tier REMIC) pursuant to Section 3.06, (B) the Lower-Tier Distribution Account (i) the
amount of Available Funds (other than with respect to the AB Mortgage Loan) to be distributed pursuant to Section 4.01
of this Agreement on such Distribution Date and (ii) the amount of Gain-on-Sale Proceeds allocable to any Mortgage Loan (other
than the AB Whole Loan) to be deposited into the Lower-Tier Distribution Account (which the Certificate Administrator shall then
deposit in the Gain-on-Sale Reserve Account) pursuant to Section 3.06 of this Agreement, (C) the Interest Reserve Account
as part of the Lower-Tier REMIC, the amount of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of
this Agreement and (D) in the Excess Interest Distribution Account, the Excess Interest to be distributed to the [ARD CLASS] Certificates.


(d)              
If any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be,
pursuant to or as contemplated by Section 2.03(e) of this Agreement, the Special Servicer shall establish and maintain
one or more non-interest bearing accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the
benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss
of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt,
deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Special Servicer shall account for the
Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not
an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator and
the Special Servicer shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to
the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage
Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner
of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


(e)               
The Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name for the benefit
of the Trustee, for the benefit of the






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Certificateholders
(other than the Holders of the [LOAN SPECIFIC CLASS] and [ARD CLASS] Certificates) and the Trustee as the Holder of the Lower-Tier
Regular Interests and the Class [PEZ] Regular Interests. The Interest Reserve Account shall be established and maintained as an
Eligible Account or as a sub-account of an Eligible Account.


On each Master Servicer
Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of
each calendar year, unless in either case such Master Servicer Remittance Date is the final Master Servicer Remittance Date, the
Certificate Administrator shall calculate the Withheld Amounts. On each such Master Servicer Remittance Date, the Certificate Administrator
shall, with respect to each Mortgage Loan (other than, with respect to the AB Whole Loan, the Trust Subordinate Companion Loan)
that does not accrue interest on the basis of a 360-day year of twelve 30-day months, withdraw or be deemed to withdraw from the
Lower-Tier Distribution Account and deposit or be deemed to deposit in the Interest Reserve Account an amount equal to the aggregate
of the Withheld Amounts calculated in accordance with the previous sentence. If the Certificate Administrator shall deposit in
the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the
Interest Reserve Account any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date
in March of each calendar year (or in February if the final Distribution Date will occur in such month), the Certificate
Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest
Reserve Account.


(f)               
The Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name for the benefit
of the Trustee, for the benefit of the Certificateholders and for the benefit of the Trustee as holder of the Class [PEZ] Regular
Interests. The Upper-Tier Distribution Account shall be established and maintained as an Eligible Account or a sub-account of an
Eligible Account. Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to withdraw from
the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution Account on or before such
date the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution
Date to be distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) and Section 4.01(e)
of this Agreement on such date and shall also withdraw from the Lower-Tier Distribution Account and deposit in the Upper-Tier Distribution
Account on or before such date the Loan Specific Available Funds for such Distribution Date to be distributed in respect of the
Class L[___] Interest pursuant to Section 4.01A(a) and Section 4.01A(c) hereof on such date.


(g)              
With respect to each Serviced Whole Loan or any related Serviced REO Property, the Master Servicer shall maintain, or cause
to be maintained, a Serviced Whole Loan Collection Account in which the Master Servicer shall deposit or cause to be deposited
within two Business Days following receipt of properly identified funds the following payments and collections received or made
by or on behalf of it on such Serviced Whole Loan or Serviced REO Property subsequent to the Cut-off Date:


(i)               
all payments on account of principal on such Serviced Whole Loan, including the principal component of Unscheduled Payments;






    	 	-181-	 



     


    





(ii)               
all payments on account of interest on such Serviced Whole Loan (net of the related Servicing Fees), including Prepayment
Premiums, Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;


(iii)               
any amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on
Permitted Investments with respect to funds held in such Serviced Whole Loan Collection Account;


(iv)               
all Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Whole Loan pursuant to Section 3.15(b);


(v)               
any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such
Serviced Whole Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;


(vi)               
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Whole Loan or
any related Serviced REO Property (other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with
a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution
Account pursuant to Section 9.01), together with any amounts representing recoveries of Nonrecoverable Advances, including
any recovery of Unliquidated Advances, in respect of such Serviced Whole Loan; provided, that any Liquidation Proceeds related
to a sale pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement of a Mortgage Loan included
in a Serviced Whole Loan shall be deposited directly into the Collection Account and applied solely to pay expenses relating to
that Mortgage Loan and to Available Funds (and with respect to the Trust Subordinate Companion Loan, Loan Specific Available Funds)
and any Liquidation Proceeds related to a sale of a related Serviced Companion Loan included in a Serviced Whole Loan shall be
deposited into the Serviced Whole Loan Collection Account and applied solely to pay expenses relating to that Serviced Companion
Loan and to pay amounts due to the related Serviced Companion Loan Noteholder;


(vii)               
Penalty Charges on such Serviced Whole Loan to the extent required to offset interest on Advances and debt service advances
made by a Serviced Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


(viii)               
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in
connection with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced
Whole Loan;


(ix)               
any other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine
indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations
set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the
applicable Serviced Whole Loan Collection Account by the Master Servicer or the Special Servicer;






    	 	-182-	 



     


    





(x)               
any cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and


(xi)               
any Compensating Interest Payments in respect of such Serviced Whole Loan pursuant to Section 3.17(c).


The foregoing
requirements for deposits into the applicable Serviced Whole Loan Collection Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12
hereof), Assumption Fees, Modification Fees, consent fees, loan service transaction fees, extension fees, demand fees, beneficiary
statement charges and similar fees need not be deposited into the applicable Serviced Whole Loan 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 in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees
received with respect to the Serviced Whole Loans as additional compensation. If the Master Servicer deposits in the applicable
Serviced Whole Loan Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount
from such Serviced Whole Loan Collection Account, any provision herein to the contrary notwithstanding.


Each Serviced
Whole Loan Collection Account shall be maintained as a segregated account, separate and apart from any trust fund created for
mortgage backed securities of other series and the other accounts of the Master Servicer; provided, that such Serviced
Whole Loan Collection Account may be a sub-account of the Master Servicer’s Collection Account but shall, for purposes of
this Agreement, be treated as a separate account. Each Serviced Whole Loan Collection Account shall be established and maintained
as an Eligible Account or as a sub-account of an Eligible Account.


Upon receipt
of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced Whole Loan for
so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within one Business
Day such amounts to the Master Servicer for deposit into the applicable Serviced Whole Loan Collection Account in accordance with
the first paragraph of this Section 3.05(g), unless the Special Servicer determines, consistent with the applicable
Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason.
Any such amounts received by the Special Servicer with respect to a Serviced REO Property related to any Serviced Whole Loan shall
initially be deposited by the Special Servicer into the related Serviced Whole Loan REO Account and remitted to the Master Servicer
for deposit into the applicable Serviced Whole Loan Collection Account pursuant to Section 3.15(b). With respect to
any such amounts paid by check to the order of the Special Servicer, the Special Servicer (A) with respect to any Specially
Serviced Loan shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver
any such check to the Master Servicer by overnight courier and (B) with respect to any REO Loan shall deposit such check into
the applicable Whole Loan REO Account.






    	 	-183-	 



     


    



 


(h)              
Notwithstanding anything to the contrary contained herein, with respect to each Due Date and (1) any related Serviced Subordinate
Companion Loan, within two (2) Business Days of receipt from the Borrower (or such later time as set forth in the applicable Intercreditor
Agreement) and (2) any Serviced Pari Passu Companion Loans, within one (1) Business Day after each Determination Date or, from
and after a Serviced Pari Passu Companion Loan is deposited into a securitization, on the second Business Day before the “servicer
remittance date,” as such term or a similar term is defined in the related Other Pooling and Servicing Agreement relating
to such securitization (as long as such date is at least one Business Day after receipt), the Master Servicer shall remit, from
amounts on deposit in the applicable Serviced Whole Loan Collection Account in accordance with Section 3.06(b)(i)(A),
to the applicable Serviced Companion Loan Noteholder by wire transfer in immediately available funds to the account of such Serviced
Companion Loan Noteholder or an agent therefor appearing on the Serviced Companion Loan Noteholder Register on the related date
such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided
at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to
the address of such Serviced Companion Loan Noteholder or its agent appearing on the Serviced Companion Loan Noteholder Register)
the portion of the applicable Serviced Whole Loan Remittance Amount allocable to such Serviced Companion Loan Noteholder.


(i)                
Prior to the Master Servicer Remittance Date relating to any Collection Period in which Gain-on-Sale Proceeds are received,
the Certificate Administrator shall establish and maintain the Gain-on-Sale Reserve Account, which may have one or more sub-accounts,
to be held in its own name for the benefit of the Trustee, for the benefit of the Certificateholders, and with respect to each
Serviced Whole Loan, the related Serviced Companion Loan Noteholders (other than the Holders of the [ARD CLASS] Certificates),
and the Trustee as holder of the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [PEZ] Regular
Interests. Each account that constitutes an Gain-on-Sale Reserve Account shall be an Eligible Account or a sub-account of an Eligible
Account. On each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account or, if allocable
to any Serviced Whole Loan, the Master Servicer shall withdraw from the applicable Serviced Whole Loan Collection Account, and
remit to the Certificate Administrator (i) in the case of the Mortgage Loans (other than the Serviced Whole Loans), for deposit
in the Lower-Tier Distribution Account, as applicable (which the Certificate Administrator shall then deposit in the Gain-on-Sale
Reserve Account), and (ii) in the case of the Serviced Whole Loans, for deposit in the Gain-on-Sale Reserve Account, all Gain-on-Sale
Proceeds received during the Collection Period ending on the Determination Date immediately prior to such Master Servicer Remittance
Date which are allocable to a Mortgage Loan or Serviced Whole Loan; provided that on the Business Day prior to the final
Distribution Date, the Certificate Administrator shall withdraw from the Gain-on-Sale Reserve Account and deposit in the Lower-Tier
Distribution Account (after allocation to any related Serviced Companion Loan as provided in Section 4.01(f)), for
distribution on such Distribution Date, any and all amounts then on deposit in the Gain-on-Sale Reserve Account attributable to
the Mortgage Loans.


(j)                
Funds in the Collection Account, the Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve
Account, the Gain-on-Sale Reserve






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Account and the REO
Account may be invested in Permitted Investments in accordance with the provisions of Section 3.07 of this Agreement.


The Master Servicer
shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location
and account number of the Collection Account and, if applicable, the Serviced Whole Loan Collection Accounts as of the Closing
Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing
on or prior to the Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer shall provide notice
to each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced Whole Loan Collection
Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change thereof. The Certificate
Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer of the location
and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date and shall notify the Depositor,
the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent change thereof.


(k)              
The Certificate Administrator shall establish and maintain the Class [PEZ] Distribution Account in its own name for the
benefit of the Trustee, for the benefit of the Holders of the Exchangeable Certificates. The Class [PEZ] Distribution Account shall
be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.


(l)                
The Certificate Administrator shall establish and maintain the Excess Interest Distribution Account, in its own name, for
the benefit of the Holders of the [ARD CLASS] Certificates, with respect to the Excess Interest, which shall be an asset of the
Grantor Trust and beneficially owned by the Holders of the [ARD CLASS] Certificates and shall not be an asset of any Trust REMIC.
The Excess Interest Distribution Account shall be established and maintained as an Eligible Account or as a subaccount of an Eligible
Account. Following the distribution of Excess Interest to the [ARD CLASS] Certificateholders on the first Distribution Date after
which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate
Administrator shall terminate the Excess Interest Distribution Account.


(m)            
For the avoidance of doubt, the Loan Specific REMIC Distribution Account (including interest, if any, earned on the investment
of funds in such account) shall be owned by the Loan Specific REMIC, any REO Account, the Collection Account, the Lower-Tier Distribution
Account, the Gain-on-Sale Reserve Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) shall be owned by the Lower-Tier REMIC, the Upper-Tier Distribution Account (including interest, if
any, earned on the investor of funds in such account) shall be owned by the Upper-Tier REMIC and the Class [PEZ] Distribution Account
and the Excess Interest Distribution Account (including interest, if any, earned on the investment in such accounts) shall be owned
by the Grantor Trust for the benefit of the Holders of the Exchangeable Certificates and the [ARD CLASS] Certificates, respectively,
each for federal income tax purposes.


Section 3.06       
Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution
Accounts; Trust Ledger. (a)  The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage
Loans that it is






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servicing on which
it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Master
Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose as specified
below), with respect to each Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan unless otherwise specified
in clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiii), (xv),
(xvi) and (xvii) of this Section 3.06(a)), the Master Servicer shall make withdrawals from amounts allocated
thereto in the Collection Account (and may debit the Trust Ledger) for the purposes listed below (the order set forth below not
constituting an order of priority for such withdrawals):


(i)               
on or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, to remit to the Certificate Administrator
the amounts to be deposited into the Loan Specific REMIC Distribution Account, the Lower-Tier Distribution Account (including any
amount transferred from the Serviced Whole Loan Collection Account in respect of each Mortgage Loan that is part of a Serviced
Whole Loan) (including without limitation the aggregate of the Available Funds, Loan Specific Available Funds, Prepayment Premiums,
Yield Maintenance Charges and Gain-on-Sale Proceeds) which the Certificate Administrator shall then deposit into the Upper-Tier
Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account, pursuant to Section 3.05(f),
Section 3.05(e) and Section 3.05(i) of this Agreement, respectively;


(ii)               
to pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing
Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating
Advisor, unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO
Loan included in a Serviced Whole Loan), as applicable, the Master Servicer’s, the Operating Advisor’s or Special Servicer’s,
as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced Loan or Serviced REO Loan
(exclusive of each Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, being limited to amounts
received on or in respect of such Mortgage Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments,
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the
Special Servicer, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan
or Serviced REO Loan, as applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans
and REO Properties, but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced
Whole Loan Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion
Loan Noteholders), (C) each






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month to the
Other Servicer or Other Special Servicer, as applicable, the Trust’s pro rata portion (based on the related Mortgage
Loan’s Stated Principal Balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional trust
expenses in respect of a Non-Serviced Mortgage Loan remaining unpaid (including amounts payable to such parties under Section 1.04
of this Agreement), out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties, (D) the
Operating Advisor, any unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees
were received from the related Borrower) and (E) the Asset Representations Reviewer, any unpaid Asset Representations Reviewer
Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


(iii)               
to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances,
which are reimbursable pursuant to clause (v) below , and exclusive of the Mortgage Loans or Serviced REO Loans included in
the Serviced Whole Loans) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii)
being limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage
Loan or Serviced REO Loan included in the Serviced Whole Loan; provided, that to the extent such amounts are insufficient to repay
such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I Advances
may be reimbursed from collections on the related Serviced Whole Loan allocable to such Serviced Subordinate Companion Loan) during
the applicable period; provided, further, that if such P&I Advance becomes a Workout-Delayed Reimbursement Amount,
then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended by the modified
loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion of general collections
and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Collection Account from time
to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided,
that (i) amounts representing general collections and recoveries on or in respect of the Trust Subordinate Companion Loan shall
not be available to reimburse any party with respect to this Section 3.06(a)(iii) except in connection with Advances and
interest on unreimbursed Advances made in respect of the AB Whole Loan and (ii) amounts representing general collections and recoveries
on or in respect of the Mortgage Loans (other than the AB Whole Loan) shall not be available to reimburse any party with respect
to this Section 3.06(a)(iii) in connection with Advances and interest on unreimbursed Advances made in respect of the AB
Whole Loan, except for, to the extent general collections and recoveries on or in respect of the AB Whole Loan are insufficient
to make such payment, a pro rata portion of such reimbursement amount allocable to the AB Mortgage Loan (based on the Stated Principal
Balance of the AB Mortgage Loan and the Trust Subordinate Companion Loan);


(iv)               
to reimburse the Trustee or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property) (exclusive
of the Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans or any Serviced REO Property securing any Serviced
Whole Loan), for unreimbursed Servicing Advances, the Master






    	 	-187-	 



     


    



Servicer’s
or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage
Loan or Serviced REO Property being limited to, as applicable, payments received from the related Borrower which represent reimbursements
of such Servicing Advances, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds with respect to the
applicable Mortgage Loan or Serviced REO Property; provided, that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then such Servicing Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended
by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion of
general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account
from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided,
that (i) amounts representing general collections and recoveries on or in respect of the Trust Subordinate Companion Loan shall
not be available to reimburse any party with respect to this Section 3.06(a)(iv) except in connection with Advances and
interest on unreimbursed Advances made in respect of the AB Whole Loan and (ii) amounts representing general collections and recoveries
on or in respect of the Mortgage Loans (other than the AB Whole Loan) shall not be available to reimburse any party with respect
to this Section 3.06(a)(iv) in connection with Advances and interest on unreimbursed Advances made in respect of the AB
Whole Loan, except for, to the extent general collections and recoveries on or in respect of the AB Whole Loan are insufficient
to make such payment, a pro rata portion of such reimbursement amount allocable to the AB Mortgage Loan (based on the Stated Principal
Balance of the AB Mortgage Loan and the Trust Subordinate Companion Loan);


(v)               
(A) to reimburse the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property),
(1) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
and REO Proceeds, if any, received on the related Mortgage Loan and related REO Properties, second, out of the principal
portion of general collections on the Mortgage Loans and REO Properties, and then, to the extent the principal portion of
general collections is insufficient and with respect to such deficiency only, subject to any election at its sole discretion (or
at the Trustee’s sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06(a)
of this Agreement, out of other collections on the Mortgage Loans and REO Properties and (2) with respect to the Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of
such amounts being reimbursed pursuant to the preceding clause (1) above, but in the case of either clause (1) or (2)
above with respect to each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan
Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor Agreement
(provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if
any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
(or such other amount as may be set forth in the related Intercreditor Agreement) of such amount representing Servicing Advances






    	 	-188-	 



     


    



allocable to
the related Serviced Companion Loans from the related Companion Loan Noteholders), and (B) to pay itself or the Special Servicer
out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or Serviced REO Property
any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in
accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or Serviced
REO Property and the deposit into the Collection Account of all amounts received in connection therewith; (provided, that
(i) amounts representing general collections and recoveries on or in respect of the Trust Subordinate Companion Loan shall not
be available to reimburse any party with respect to this Section 3.06(a)(v) except in connection with Advances and interest
on unreimbursed Advances made in respect of the AB Whole Loan and (ii) amounts representing general collections and recoveries
on or in respect of the Mortgage Loans (other than the AB Whole Loan) shall not be available to reimburse any party with respect
to this Section 3.06(a)(v) in connection with Advances and interest on unreimbursed Advances made in respect of the AB Whole
Loan, except for, to the extent general collections and recoveries on or in respect of the AB Whole Loan are insufficient to make
such payment, a pro rata portion of such reimbursement amount allocable to the AB Mortgage Loan (based on the Stated Principal
Balance of the AB Mortgage Loan and the Trust Subordinate Companion Loan)), but in the case of each Serviced Whole Loan, only to
the extent that amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor (provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders) and (C) to reimburse the related Other
Servicer, the related Other Special Servicer and the related Other Trustee, as applicable, out of general collections on the Mortgage
Loans and REO Properties for the Trust’s pro rata portion (based on the related Non-Serviced Mortgage Loan’s
Stated Principal Balance) of nonrecoverable servicing advances previously made with respect to the related Non-Serviced Mortgage
Loans;


(vi)               
(A) at such time as it reimburses the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO
Property), for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed
Reimbursement Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself or the Trustee, as
applicable, any Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Servicing Advances (including any
such Advance that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property
pursuant to clause (iv) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and
payable thereon or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced REO Property and any
Nonrecoverable Servicing Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed Reimbursement Amounts
pursuant to clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable
thereon, in each case, first, from Penalty






    	 	-189-	 



     


    



Charges as
provided in Section 3.12(d); (provided, that amounts representing general collections and recoveries on or in respect
of the Trust Subordinate Companion Loan shall not be available to reimburse any party with respect to this 306(a)(vi)
except in connection with Advances and interest on unreimbursed Advances made in respect of the AB Whole Loan) and then, from general
collections , but in the case of a Serviced Whole Loan only to the extent that such Nonrecoverable Advance has been reimbursed
and only to the extent that amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor
after taking into account any allocation set forth in the related Intercreditor Agreement (provided that the Master Servicer
shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related
Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under
the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount representing Advance Interest
Amounts on Servicing Advances allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and
(B) at such time as it reimburses the related Other Servicer, the related Other Special Servicer and the related Other Trustee,
as applicable, for any nonrecoverable servicing advances made with respect to any related Non-Serviced Mortgage Loan or the related
REO Property pursuant to clause (v) above, to pay the related Other Servicer, the related Other Special Servicer and the related
Other Trustee, as applicable, any interest accrued and payable thereon;


(vii)               
to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may
be, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase
obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase obligation, together with interest thereon at
the Reimbursement Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any
Mortgage Loan exclusive of any Mortgage Loan included in the Serviced Whole Loan) subject to the following: (a) if the Purchase
Price is paid for such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase
Price that represents such expense in accordance with clause (f) of the definition of Purchase Price, or (b) if no Purchase
Price is paid or if an amount less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage
Loan Seller’s payment or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment
is made, then such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor
of such Mortgage Loan Seller, settlement of the Breach or Defect claim, or payment of such Loss of Value Payment, as the case may
be;


(viii)               
to pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan
included in the Serviced Whole Loan) not required to be used pursuant to Section 3.17(c) of this Agreement;


(ix)               
(A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement,
(1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account
as provided in






    	 	-190-	 



     


    



Section 3.12(b)
of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period
from any Distribution Date to the immediately succeeding Master Servicer Remittance Date) and (2) Penalty Charges on the Mortgage
Loans that are not Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan),
but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan have been paid and are not needed to pay interest on Advances in accordance with Section 3.12
and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior
to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the
Special Servicer, as additional servicing compensation in accordance with Section 3.12(b), Net Default Interest and
any other Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced
Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable
with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional
Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;


(x)               
to pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a)
of this Agreement (and in the case of a Serviced Whole Loan (i) amounts representing general collections and recoveries on or in
respect of the Trust Subordinate Companion Loan shall not be available to make payments to any party with respect to this Section
3.06(a)(x) except in connection with such payments (a) that relate solely to the AB Whole Loan or (b) that do not relate to
any particular Mortgage Loan and (ii) amounts representing general collections and recoveries on or in respect of the Mortgage
Loans other than the AB Whole Loan shall not be available to make payments to any party with respect to this Section 3.06(a)(x)
in connection with such payments that relate solely to the AB Whole Loan, except for, to the extent general collections and recoveries
on or in respect of the AB Whole Loan are insufficient to make such payment, a pro rata portion of such payment allocable to the
AB Mortgage Loan (based on the Stated Principal Balance of the AB Mortgage Loan and the Trust Subordinate Companion Loan) and (iii)
with respect to all Serviced Pari Passu Whole Loans, only to the extent that such amounts on deposit in the applicable Serviced
Whole Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor
Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)); provided,
that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if
relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro
rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;






    	 	-191-	 



     


    





(xi)               
to pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a),
3.15(b) and 12.08 of this Agreement (and in the case of a Serviced Whole Loan (i) with respect to the AB Whole Loan
amounts representing general collections and recoveries on or in respect of the Trust Subordinate Companion Loan shall not be available
to make payments to any party with respect to this Section 3.06(a)(xi) except in connection with such payments (a) that
relate solely to the AB Whole Loan or (b) that do not relate to any particular Mortgage Loan and (ii) amounts representing general
collections and recoveries on or in respect of the Mortgage Loans other than the AB Whole Loan shall not be available to make payments
to any party with respect to this Section 3.06(a)(xi) in connection with such payments that relate solely to the AB Whole
Loan, except for, to the extent general collections and recoveries on or in respect of the AB Whole Loan are insufficient to make
such payment, a pro rata portion of such payment allocable to the AB Mortgage Loan (based on the Stated Principal Balance
of the AB Mortgage Loan and the Trust Subordinate Companion Loan) and (iii) with respect to all Serviced Pari Passu Whole Loans,
only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor
after taking into account any allocation set forth in the related Intercreditor Agreement (provided that the Master Servicer
shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related
Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under
the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related
Serviced Companion Loans from the related Companion Loan Noteholders)); provided, that for the purposes of allocating Additional
Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan,
to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based
on the respective Stated Principal Balances of the Mortgage Loans;


(xii)               
to pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed
on the Loan Specific REMIC, the Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all
incidental costs and expenses, to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor
pursuant to this Agreement, except to the extent such amounts relate solely to the Serviced Whole Loans, in which case, such amounts
will be reimbursed, first, out of the related Serviced Whole Loan Collection Account from collections on the related Serviced
Companion Loan and the related Mortgage Loan on a pro rata basis by principal balance, and second, to the extent
any such costs and expenses remain unreimbursed, out of the Collection Account; provided that with respect to the AB Whole
Loan (i) amounts representing general collections and recoveries on or in respect of the Trust Subordinate Companion Loan shall
not be available to make payments to any party with respect to this Section 3.06(a)(xii) except in connection with such
payments (a) that relate solely to the AB Whole Loan or (b) that do not relate to any particular Mortgage Loan and (ii) amounts
representing general collections and recoveries on or in respect of the Mortgage Loans other than the AB Whole Loan shall not be
available to make payments to any party with respect to this Section 3.06(a)(xii) in connection with such payments that
relate solely to the AB Whole Loan, except for, to the extent general collections and recoveries on or in respect of the






    	 	-192-	 



     


    



AB Whole Loan
are insufficient to make such payment, a pro rata portion of such payment allocable to the AB Mortgage Loan (based on the
Stated Principal Balance of the AB Mortgage Loan and the Trust Subordinate Companion Loan); provided, that for the purposes
of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a
particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among
all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


(xiii)               
to reimburse the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage
Loans and REO Properties for expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts
relate solely to a Serviced Whole Loan, with respect to (i) the AB Whole Loan amounts representing general collections and recoveries
on or in respect of the Trust Subordinate Companion Loan shall not be available to make payments to any party with respect to this
Section 3.06(a)(xiii) except in connection with such payments (a) that relate solely to the AB Whole Loan or (b) that do
not relate to any particular Mortgage Loan and (ii) amounts representing general collections and recoveries on or in respect of
the Mortgage Loans other than the AB Whole Loan shall not be available to make payments to any party with respect to this Section
3.06(a)(xiii) in connection with such payments that relate solely to the AB Whole Loan, except for, to the extent general collections
and recoveries on or in respect of the AB Whole Loan are insufficient to make such payment, a pro rata portion of such payment
allocable to the AB Mortgage Loan (based on the Stated Principal Balance of the AB Mortgage Loan and the Trust Subordinate Companion
Loan) and (iii) any Serviced Pari Passu Whole Loan, in which case, such amounts will be reimbursed first, from the applicable
Serviced Whole Loan Collection Account(s) in accordance with Section 3.06(b) and then, out of general collections
on the Mortgage Loans; provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts
so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not
related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances
of the Mortgage Loans;


(xiv)               
to pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to
each Mortgage Loan (exclusive of any Mortgage Loan included in the Serviced Whole Loan), if any, previously purchased by such Person
pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date
of purchase;


(xv)               
to pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
or the Depositor, as the case may be, any amount specifically required to be paid to such Person at the expense of the Trust Fund
under any provision of this Agreement to which reference is not made in any other clause of this Section 3.06(a)
of this Agreement (and, in the case of an amount specifically related to a Serviced Whole Loan, only to the extent that such amounts
on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from
amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder






    	 	-193-	 



     


    



and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion
Loan Noteholders)), it being acknowledged that this clause (xv) shall not be construed to modify any limitation or requirement
otherwise set forth in this Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount
or as to the funds from which any such payment or reimbursement is permitted to be made; provided, that (i) any amounts
so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not
related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances
of the Mortgage Loans;


(xvi)               
to withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto
(including any amounts relating to a Mortgage Loan that is part of a Serviced Whole Loan);


(xvii)               
to pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment
income earned on funds deposited in the Collection Account;


(xviii)               
to transfer Gain-on-Sale Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the
Certificate Administrator into the Gain-on-Sale Reserve Account in accordance with Section 3.05(i) of this Agreement;


(xix)               
to pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage
Loan, if any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this
Agreement, all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a
substitution, with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior
to the month of substitution, in accordance with the third paragraph of Section 2.03(g) of this Agreement;


(xx)               
to pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d)
of this Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular
Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage
Loans based on the respective Stated Principal Balances of the Mortgage Loans;


(xxi)               
pursuant to the CREFC® License Agreement, to pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® on a monthly basis; and


(xxii)               
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.






    	 	-194-	 



     


    





The Master Servicer
shall pay to the Special Servicer from the Collection Account amounts permitted to be paid to it therefrom promptly upon receipt
of a certificate of a Servicing Officer of the Special Servicer describing the item and amount to which the Special Servicer is
entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and Serviced
REO Loan and any related Serviced Companion Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account.


The Master Servicer
shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to
each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or
credit from the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the Certificate
Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator
to determine the amounts attributable to (i) the Loan Specific REMIC (with respect to the AB Whole Loan), (ii) the Lower-Tier
REMIC with respect to the Mortgage Loans (other than the AB Whole Loan, the Excess Interest [and the Mortgage Loan Seller Strip])
and the Loan Specific REMIC Regular Interests, (iii) the Excess Interest; [and] (iv) the Companion Loans [and (v) the
Mortgage Loan Seller Strip].


The Master Servicer
shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special
Servicer, the Other Trustee, the Other Servicer or the Other Special Servicer, from the Collection Account amounts permitted to
be paid to such person therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a responsible
officer of the Other Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer of the Operating
Advisor, a certificate of an officer of the Asset Representations Reviewer, a certificate of a Servicing Officer or a certificate
of the Other Servicer or Other Special Servicer, as applicable, describing the item and amount to which such Person is entitled
(unless such payment to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Special Servicer, the Other Trustee, the Other Servicer or Other Special Servicer, as the case may be, is specifically required
pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement,
in which case a certificate is not required). The Master Servicer may rely conclusively on any such certificate and shall have
no duty to recalculate the amounts stated therein.


The Trustee, the Certificate
Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®, the Operating Advisor, the Asset
Representations Reviewer and the Non-Serviced Mortgage Loan Service Providers (to the extent specified in Section 12.12)
shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to
time for the reimbursement or payment of the Servicing Compensation (including investment income), Certificate Administrator/Trustee
Fees, Special Servicing Compensation (including investment income), the CREFC® Intellectual Property Royalty
License Fee, Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting
Fees are actually received from the Borrowers), the Asset Representations Reviewer Fee, Advances, Advance Interest Amounts (for
each of such






    	 	-195-	 



     


    



Persons other than
CREFC®), their respective indemnification payments (if any) pursuant to Section 6.03, Section 8.05
or Section 12.02 of this Agreement (for each of such Persons other than CREFC®), their respective expenses
hereunder to the extent such fees and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant
to this Agreement. For the avoidance of doubt, any fees or expenses (including legal fees) for which a party is to be indemnified
pursuant to Section 6.03 herein may be submitted directly to the Trust Fund and paid from amounts on deposit in the
Collection Account on behalf of such party pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee,
the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer shall in all cases have
a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement
and payment of any federal, state or local taxes imposed on any Trust REMIC.


Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full
amount of the principal portion of general collections on the Mortgage Loans (or with respect to Servicing Advances, the Serviced
Whole Loans) deposited in the Collection Account and available for distribution on the next Distribution Date, the Master Servicer
or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining
amount of such Nonrecoverable Advance pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement
immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the Collection
Period ending on the then-current Determination Date for successive one-month periods for a total period not to exceed 12 months
(with the consent of the Directing Certificateholder, for so long as no Control Termination Event has occurred and is continuing,
for any deferral in excess of 6 months). If the Master Servicer or the Trustee makes such an election at its sole option and in
its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it is acknowledged that, in
such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described
above prior to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to
refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period
ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized
(in its sole discretion) to wait for principal collections on the Mortgage Loans and Serviced Companion Loans 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 Collection Period; provided, the Master Servicer or the Trustee shall give notice of its election
to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement), at least 15 days 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
determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover Nonrecoverable
Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee that
could affect or cause a determination of whether any






    	 	-196-	 



     


    



Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the
Master Servicer or the Trustee has not timely received from the Certificate Administrator information requested by the Master Servicer
or the Trustee 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 shall give 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 to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). Neither the Master Servicer nor the Trustee
shall have any liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated
by the immediately preceding sentence.


The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to
comply with the conditions to making such an election under this Section 3.06(a) or to comply with the terms of this
Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if any, has been made.
If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that it should recover the Nonrecoverable
Advances without deferral as described above, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Accounts
for such Distribution Date. Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for
any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of
interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, election to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and, as applicable, the Serviced Companion Loan Noteholders
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 or the Serviced Companion Loan Noteholders. Nothing herein shall be deemed to create in the Certificateholders
or the Serviced Companion Loan Noteholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s,
as applicable, right to reimbursement for Advances (deferred or otherwise). In all events, the decision to defer reimbursement
or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and
neither the Master Servicer, the Trustee nor the other parties to this Agreement shall have any liability to one another or to
any of the Certificateholders or any of the Serviced Companion Loan Noteholders for any such election that such party makes as
contemplated by this Section 3.06(a) or for any losses, damages or other adverse economic or other effects that may
arise from such an election.


None of the Master
Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination that an Advance
constitutes, or would constitute a Nonrecoverable Advance.


If the Master Servicer,
the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general collections for any
unreimbursed Advances






    	 	-197-	 



     


    



that are determined
to be Nonrecoverable Advances (together with any Advance Interest Amount), then (for purposes of calculating distributions on the
Certificates) such reimbursement and payment of interest shall be deemed to have been made: first, out of the [Aggregate]
Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest
Amount, would be included in Available Funds for any subsequent Distribution Date and, second, out of other amounts which,
but for their application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in
Available Funds for any subsequent Distribution Date.


If and to the extent
that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to pay
the Advance Interest Amount, then the [Aggregate] Principal Distribution Amount for such Distribution Date shall be reduced, to
not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable
Advance, (ii) such Advance and/or the Advance Interest Amount is reimbursed out of the [Aggregate] Principal Distribution
Amount as contemplated above and (iii) the particular item for which such Advance was originally made is subsequently collected
out of payments or other collections in respect of the related Mortgage Loan, then the [Aggregate] Principal Distribution Amount
for the Distribution Date that corresponds to the Collection Period in which such item was recovered shall be increased by an amount
equal to the lesser of (A) the amount of such item and (B) any previous reduction in the [Aggregate] Principal Distribution
Amount for a prior Distribution Date as contemplated in the paragraph above resulting from the reimbursement of the subject Advance
and/or the payment of the Advance Interest Amount.


(b)              
The Master Servicer shall maintain a separate Trust Ledger with respect to the Serviced Whole Loans that it is servicing
on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On
each Master Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose
as specified below), with respect to each Serviced Whole Loan, the Master Servicer shall make withdrawals from amounts allocated
thereto in the related Serviced Whole Loan Collection Account (and may debit the Trust Ledger) for any of the following purposes
(the order set forth below not constituting an order of priority for such withdrawals):


(i)               
to make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the
applicable Serviced Whole Loan Remittance Amount (A) to the related Serviced Companion Loan Noteholders within the time frame
specified in, and otherwise in accordance with Section 3.05(h) and (B) within two (2) Business Days of receipt
from the Borrower (or such later time as set forth in the applicable Intercreditor Agreement), to the Collection Account for the
benefit of the Trust in accordance with Section 3.05(a)(ix) of this Agreement, in each case in accordance with
the related Intercreditor Agreement provided that Liquidation Proceeds relating to the repurchase of any Serviced Companion Loan
by the related seller thereof shall be remitted solely to the holder of such Serviced Companion Loan, as the case may be, and Liquidation
Proceeds relating to the repurchase of a Mortgage Loan related to a Serviced Whole Loan by the related Mortgage Loan Seller shall
be remitted solely to the Collection Account;






    	 	-198-	 



     


    





(ii)               
to pay (A) to itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess
Servicing Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement) and to the
Special Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan or related
Serviced REO Loan, as applicable, the Master Servicer’s or the Special Servicer’s, as applicable, rights to payment
of Servicing Fees, Special Servicing Fees, Liquidation Fees and Workout Fees, as applicable, pursuant to this clause (ii)(A) with
respect to such Serviced Whole Loan or related Serviced REO Loan, as applicable, being limited to amounts received on or in respect
of such Serviced Whole Loan (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds),
or such Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds),
that are allocable as recovery of interest thereon and (B) to the Special Servicer, each month to the extent not covered by
clause (ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole
Loan or related Serviced REO Loan, as applicable, remaining unpaid out of general collections in the Collection Account as provided
in Section 3.06(a)(ii) of this Agreement;


(iii)               
to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage
Loan and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances
with respect to the applicable Serviced Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced
Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts received
in the applicable Serviced Whole Loan Collection Account which represent Late Collections received in respect of such Mortgage
Loan or Serviced Companion Loan, as applicable (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor
Agreement), during the applicable period; provided, that to the extent such amounts are insufficient to repay such P&I
Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan (or with respect to the AB Whole
Loan, the Trust Subordinate Companion Loan), such P&I Advances may be reimbursed, from collections on the related Serviced
Whole Loan allocable to such Subordinate Companion Loan (or with respect to the AB Whole Loan, the Trust Subordinate Companion
Loan); provided, further, that if such P&I Advance on the applicable Mortgage Loan becomes a Nonrecoverable Advance
or a Workout-Delayed Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed in accordance with clause (v)
below;


(iv)               
to reimburse the Trustee or itself, in that order, as applicable (with respect to such Serviced Whole Loan or Serviced REO
Property), for unreimbursed Servicing Advances with respect to such Serviced Whole Loan or related Serviced REO Property, the Master
Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) being limited
to, as applicable, related payments by the applicable Borrower with respect to such Servicing Advance, Liquidation Proceeds, Insurance
Proceeds and Condemnation Proceeds and REO Proceeds with respect to such Serviced Whole Loan; provided, that if such Servicing
Advance becomes a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter
be reimbursed in accordance with clause (v) below;






    	 	-199-	 



     


    





(v)               
(A) to reimburse the Trustee or itself, in that order, (with respect to such Serviced Whole Loan or related REO Property),
as applicable (x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds and REO Proceeds received on the related Serviced Whole Loan and related REO Properties, and second,
out of general collections in the Collection Account as provided in Section 3.06(a) and (y) with respect to the
Workout-Delayed Reimbursement Amounts, first, out of the principal portion of the general collections on the Serviced Whole
Loan and related REO Properties, net of such amounts being reimbursed pursuant to the subclause first in the preceding
clause (x) above and second out of general collections in the Collection Account as provided in Section 3.06(a);
provided that in the case of both clause (x) and clause (y) of this clause (v), prior to making any
reimbursement from general collections, such reimbursements shall be made first, from collections on, and proceeds of the applicable
Subordinate Companion Loan (or with respect to the AB Whole Loan, the Trust Subordinate Companion Loan), if any, and then from
collections on, and proceeds of the related Mortgage Loan, or in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari
Passu Companion Loan, on a pro rata basis as between the Mortgage Loan and any related Serviced Pari Passu Companion Loans
(based on the Mortgage Loan’s Stated Principal Balance or related Serviced Pari Passu Companion Loan’s principal balance)
and then from general collections of the Trust (provided that, in the case of a Servicing Advance that is a Nonrecoverable
Advance, the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders) or (B) to pay itself or the Special Servicer
out of general collections on such Serviced Whole Loan and related REO Properties, any related earned Servicing Fee, Special Servicing
Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a
Final Recovery Determination made with respect to such Serviced Whole Loan or related REO Property and the deposit into the applicable
Serviced Whole Loan Collection Account of all amounts received in connection therewith; provided that, notwithstanding the
foregoing, such party’s rights to reimbursement pursuant to this clause (v) with respect to any such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except to the extent set forth in Section 3.06(a))
to amounts on deposit in the applicable Serviced Whole Loan Collection Account that were received in respect of the particular
Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement) in the related
Serviced Whole Loan as to which such Nonrecoverable Advance or such Workout-Delayed Reimbursement Amount were incurred (provided,
that to the extent such amounts are insufficient to repay such Advances on any Mortgage Loan as to which there is a related Subordinate
Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Whole Loan allocable to such Subordinate
Companion Loan);


(vi)               
at such time as it reimburses the Trustee or itself, in that order, as applicable, for (A) any unreimbursed P&I
Advance with respect to the applicable Mortgage Loan (including any such Advance that constitutes a Workout-Delayed






    	 	-200-	 



     


    



Reimbursement
Amount) or any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to clause (iii)
above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance Interest Amounts
accrued and payable thereon, (B) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed
Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be,
any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v) above,
to pay itself, the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any Advance
Interest Amounts accrued and payable thereon, with such amounts payable in the case of clauses (A), (B) and (C) above, first,
from Penalty Charges pursuant to Section 3.12(d), then, from collections on, and proceeds of the applicable Subordinate
Companion Loan (or with respect to the AB Whole Loan, the Trust Subordinate Companion Loan), if any, and then, from collections
on, and proceeds of on a pro rata basis as between the Mortgage Loan and any related other Serviced Pari Passu Companion Loans
(based on the Mortgage Loan’s Stated Principal Balance or related Serviced Pari Passu Companion Loan’s principal balance),
provided that, notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (vi)
with respect to any such interest on P&I Advances (including any such P&I Advance that is a Nonrecoverable Advance or a
Workout-Delayed Reimbursement Amount) being limited to amounts on deposit in the applicable Serviced Whole Loan Collection Account
that were received in respect of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and
the related Intercreditor Agreement) in the related Serviced Whole Loan as to which such advance relates (provided, that any Mortgage
Loan as to which there is a related Subordinate Companion Loan, such interest on P&I Advances may be reimbursed from collections
on the related Serviced Whole Loan allocable to such Subordinate Companion Loan);


(vii)               
to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may
be, as applicable, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect
to the Mortgage Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the
applicable Mortgage Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase
agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s
right to reimbursement pursuant to this clause (vii) with respect to such Serviced Whole Loan being limited to that portion
of the Purchase Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of the
definition of Purchase Price (or, with respect to a Serviced Companion Loan, a comparable expense);


(viii)               
to pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced
Whole Loans not required to be used pursuant to Section 3.17(c) of this Agreement;


(ix)               
(A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a),
(1) interest and investment income earned in respect of amounts relating






    	 	-201-	 



     


    

to such Serviced
Whole Loan held in the applicable Serviced Whole Loan Collection Account as provided in Section 3.07(b) (but only to
the extent of the net investment earnings with respect to such Serviced Whole Loan Collection Account for any period from any Distribution
Date to the immediately succeeding Master Servicer Remittance Date) and (2) any Penalty Charges on the related Mortgage Loan
and Serviced Companion Loan (except to the extent prohibited by the related Intercreditor Agreement and other than Specially Serviced
Loans) but only to the extent collected from the related Borrower and to the extent that all amounts then due and payable with
respect to the Serviced Whole Loans have been paid and are not needed to pay Advance Interest Amounts, interest on debt service
advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with
Section 3.12 and the related Intercreditor Agreement; and (B) to pay the Special Servicer, as additional servicing
compensation in accordance with the second paragraph of Section 3.12, the portion of any Penalty Charges on the related
Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by the related Intercreditor Agreement), during the
period it is a Specially Serviced Loan (but only to the extent collected from the related Borrower and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances,
interest on debt service advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses
in accordance with Section 3.12 and the related Intercreditor Agreement);


(x)               
to recoup any amounts deposited in such Serviced Whole Loan Collection Account in error;


(xi)               
to pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees
and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) or 6.03(b),
to the extent that such amounts relate to such Serviced Whole Loans;


(xii)               
to pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), 3.10(e), 3.15(a),
3.15(b) and 12.08 to the extent that such opinions specifically relate to such Serviced Whole Loans;


(xiii)               
to pay out of general collections on such Serviced Whole Loan and related Serviced REO Property any and all federal, state
and local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all
incidental costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate
Administrator nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to
the related Mortgage Loan or to the Serviced Companion Loans (but only to the extent that any Serviced Companion Loan is included
in a REMIC);


(xiv)               
to reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Whole Loan and related
REO Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Whole Loan;






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(xv)               
to pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan
included in such Serviced Whole Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received
thereon subsequent to the date of purchase relating to periods after the date of purchase;


(xvi)               
to deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Whole
Loan required to be deposited in the Interest Reserve Account pursuant to Section 3.05(e);


(xvii)               
to pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the
case may be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Whole Loan, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is
not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall
not be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor
Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which
any such payment or reimbursement is permitted to be made;


(xviii)               
to pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Whole Loan, if any,
previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all
amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution,
with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with the third paragraph of Section 2.03(g);


(xix)               
pursuant to the CREFC® License Agreement, to pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® on a monthly basis; and


(xx)               
to clear and terminate such Serviced Whole Loan Collection Account at the termination of this Agreement pursuant to Section 9.01.


In the case of the
amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Whole Loan, if such amount
is not specifically payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out of collections
or proceeds allocable to any particular note that is a part of such Serviced Whole Loan, such amount shall be paid from collections
on, and proceeds of the related Serviced Subordinate Companion Loan, if any, and then, from collections on, and proceeds of, on
a pro rata basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the
related Mortgage Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s principal balance), and
then, to the extent provided for in this Agreement, from general collections.


The Master Servicer
shall keep and maintain separate accounting records, on a loan by loan and property by property basis when appropriate, for the
purpose of justifying any






    	 	-203-	 



     


    

withdrawal from any
Serviced Whole Loan Collection Account. All withdrawals with respect to any Serviced Whole Loan shall be made first, from
the applicable Serviced Whole Loan Collection Account and then, from the Master Servicer’s Collection Account to the
extent permitted by Section 3.06(a). Upon request, the Master Servicer shall provide to the Certificate Administrator
such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator to determine
the amounts attributable to the Lower-Tier REMIC and the Companion Loans.


The Master Servicer
shall pay to the Special Servicer from the Serviced Whole Loan Collection Accounts amounts permitted to be paid to it therefrom
promptly upon receipt of a certificate of a Servicing Officer of such Special Servicer describing the item and amount to which
the Special Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan included
in the Serviced Whole Loan and related REO Loan, on a loan by loan and property by property basis, for the purpose of justifying
any request for withdrawal from any Serviced Whole Loan Collection Account.


Any permitted withdrawals
under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable to an Other Trustee
shall, if applicable, also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent of the Other Trustee,
if any.


Notwithstanding anything
to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from the related
Serviced Whole Loan Collection Account and remit to the related Serviced Companion Loan Noteholders, within (x) with respect
to any Serviced Subordinate Companion Loan, two Business Days of receipt thereof and (y) with respect to any Serviced Pari
Passu Companion Loan, one (1) Business Day after the Determination Date, any amounts that represent Late Collections or Principal
Prepayments on such Serviced Companion Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer
subsequent to 3:00 p.m. (New York City time) on the related Due Date therefor (exclusive of any portion of such amount payable
or reimbursable to any third party in accordance with the related Intercreditor Agreement or this Agreement), unless such amount
would otherwise be included in the monthly remittance to the holder of such Serviced Companion Loan for such month.


If the Master Servicer
fails, as of 5:00 p.m. (New York City time) on any Master Servicer Remittance Date or any other date a remittance is required to
be made, to remit to the Certificate Administrator (in respect of the related Mortgage Loan) or the Serviced Companion Loan Noteholders
(in respect of any related Serviced Companion Loan) any amounts required to be so remitted hereunder by such date (including any
P&I Advance pursuant to Section 4.07 and any Gain-on-Sale Proceeds allocable to the Serviced Companion Loans pursuant
to Section 4.01(f)), the Master Servicer shall pay to the Certificate Administrator (in respect of the Mortgage Loan) or
the Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loan), for the account of the Certificate Administrator
(in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loans), interest,
calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment was required to be made (without
regard to any grace period) until (but not






    	 	-204-	 



     


    


including) the date
such late payment is received by the Certificate Administrator or the Serviced Companion Loan Noteholders, as applicable.


(c)              
On each Master Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer
or the Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by
the Master Servicer or the Special Servicer, as applicable.


(d)               
With respect to the Serviced Whole Loans, if amounts required to pay the expenses allocable to any related Serviced Companion
Loan exceed amounts on deposit in the Serviced Whole Loan Collection Account and the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as applicable, shall have sought reimbursement from the Trust Fund with respect to such
expenses allocable to such Serviced Companion Loan, the Master Servicer or Special Servicer, as applicable, shall seek (on behalf
of the Trust Fund, subject to the related Intercreditor Agreement) payment or reimbursement from the holder of the related Serviced
Subordinate Companion Loan, if any, and then for the pro rata portion of such expenses allocable to the Serviced Pari Passu Companion
Loan from the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has been deposited into a securitization,
out of general collections in the collection account established pursuant to the related Other Pooling and Servicing Agreement.


(e)              
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the
occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided
the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


(i)               
to reimburse the Master Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any
Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with
the Advance Interest Amount);


(ii)               
to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such
Loss of Value Payments, would constitute an Additional Trust Fund Expense;


(iii)               
to offset any portion of Realized Losses or Loan Specific Realized Losses, as the case may be, that are attributable to
such Mortgage Loan or related REO Property (as calculated without regard to the application of such Loss of Value Payments), incurred
with respect to such Mortgage Loan or any related successor REO Loan;


(iv)               
following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the






    	 	-205-	 



     


    

Loss of Value
Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan,
to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced
REO Loan; and


(v)               
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Loan
Specific Realized Losses, as the case may be, that are attributable to such Mortgage Loan or related REO Property, Additional Trust
Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


Any Loss of Value
Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect thereto for which
such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv)
of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Loan
for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iv)
of the prior paragraph.


(f)               
The Certificate Administrator may, from time to time, make withdrawals from the Loan Specific REMIC Distribution Account
for any of the following purposes (the order set forth below shall not indicate any order of priority):


(i)               
to make deposits of the Loan Specific Available Funds with respect to the AB Whole Loan, distributable pursuant to Section 4.01A(a)
in the Lower-Tier Distribution Account, and to make distributions on the Class R Certificates in respect of the [LOAN SPECIFIC
CLASS]-R Interest pursuant to Section 4.01A(a);


(ii)               
to pay itself an amount equal to all net income and gain realized from investment of funds in the Loan Specific REMIC Distribution
Account pursuant to Section 3.07(b);


(iii)               
to pay to itself, the Trustee and the Custodian or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(a), Section 8.05(b),
Section 8.05(c) and Section 8.05(d);


(iv)               
to recoup any amounts deposited in the Loan Specific REMIC Distribution Account in error; and


(v)               
to clear and terminate the Loan Specific REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.






    	 	-206-	 



     


    

(g)               
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any
of the following purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not
previously paid from the Collection Account:


(i)               
to make deposits of the Lower-Tier Distribution Amount and the Loan Specific Available Funds and the amount of any Prepayment
Premium and Yield Maintenance Charges distributable pursuant to Section 4.01(a) and Section 4.01A of this Agreement
in the Upper-Tier Distribution Account, and to make distributions on the Class [R] Certificates in respect of the Class [R] Interest
pursuant to Section 4.01(a) of this Agreement;


(ii)               
to pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Certificate Administrator/Trustee
Fees (including with respect to the AB Whole Loan);


(iii)               
to pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution
Account pursuant to Section 3.07(b) of this Agreement;


(iv)               
to pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents,
as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c)
and Section 8.05(d) of this Agreement;


(v)               
to recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


(vi)               
to clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


(h)              
The Certificate Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


(i)               
to make distributions to Certificateholders (other than Holders of the [ARD CLASS] and any Exchangeable Certificates) on
each Distribution Date pursuant to Section 4.01 or Section 9.01 of this Agreement, as applicable;


(ii)               
to make distributions to the Class [PEZ] Distribution Account in respect of Class [PEZ] Regular Interests, as provided in
Section 4.01(a) of this Agreement;


(iii)               
to recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


(iv)               
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


Section 3.07       
Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
the Interest Reserve Account, the 






    	 	-207-	 



     


    



Gain-on-Sale Reserve
Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts. (a)  The
Master Servicer (with respect to the Collection Account, and any Serviced Whole Loan Collection Account and any Borrower Accounts
(as defined below and subject to the second succeeding sentence)), the Special Servicer (with respect to any REO Account and any
Loss of Value Reserve Fund) and the Certificate Administrator (with respect to the Distribution Accounts, the Interest Reserve
Account, the Gain-on-Sale Reserve Account [and the RR Interest Gain-on-Sale Reserve Account]) may direct any depository institution
maintaining the Collection Account, any Serviced Whole Loan Collection Account, the Gain-on-Sale Reserve Account, any Borrower
Accounts, any REO Account, any Loss of Value Reserve Fund, the Interest Reserve Account and the Distribution Accounts (each such
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 investment of funds on deposit in an Investment Account by the Master Servicer, the Special
Servicer or the Certificate Administrator shall be documented in writing and shall provide evidence that such investment is a Permitted
Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account, Lock-Box
Account, Cash Collateral Account or Reserve Account (the “Borrower Accounts”), the Master Servicer shall act
upon the written request of the related Borrower or Manager to the extent that the Master Servicer is required to do so under the
terms of the respective Loan Documents, provided that in the absence of appropriate written instructions from the related
Borrower or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to,
but will be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. 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 Trustee or its nominee. Neither the Certificate Administrator nor the Trustee shall have any responsibility or liability
with respect to the investment directions of the Master Servicer, the Special Servicer, any Borrower 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 directions of the Special Servicer, the Certificate Administrator, the Trustee, any Borrower or Manager
or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility
or liability with respect to the investment directions of the Master Servicer, the Certificate Administrator, the Trustee, any
Borrower or 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 or the Certificate Administrator, as applicable) shall:






    	 	-208-	 



     


    

(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 or the Certificate
Administrator, as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter
on deposit in the related Investment Account.


(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 Borrower Account, which shall be for
the benefit of the related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable
law, (ii) any REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii) the
Gain-on-Sale Reserve Account, the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit of the
Certificate Administrator) and, if held in the Collection Account, any Serviced Whole Loan Collection Account, REO Account or Distribution
Account shall be subject to withdrawal by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable,
in accordance with Section 3.06 or Section 3.15(b) of this Agreement, as applicable. The Master Servicer,
or with respect to any REO Account or Loss of Value Reserve Fund, the Special Servicer, or with respect to the Gain-on-Sale Reserve
Account, the Distribution Accounts, the Certificate Administrator, shall deposit from its own funds into the Collection Account,
applicable Serviced Whole Loan Collection Account, any REO Account or Loss of Value Reserve Fund, the Gain-on-Sale Reserve Account,
the Interest Reserve Account or the Distribution Accounts, as applicable, the amount of any loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss; provided, that the Master Servicer, the Special Servicer
or the Certificate Administrator, 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 Borrower
Account immediately upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to
the extent that amounts are invested at the direction of or for the benefit of the Borrower under the terms of the related Loan
Documents for the Mortgage Loan, Serviced Whole Loan or applicable law; provided that neither the Master Servicer nor the
Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such
Investment Account, so long as such depository institution or trust company has satisfied the qualifications set forth in the definition
of Eligible Account both (x) at the time the investment was made and (y) 30 days prior to such insolvency.


(c)               
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, in either case as
a result of an action or inaction of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable,
the Trustee may, and upon the request of Holders of Certificates entitled to a majority






    	 	-209-	 



     


    

of the Voting Rights
allocated to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings. If the Trustee takes any such action, (i) the Master Servicer, if such Permitted
Investment was for the benefit of the Master Servicer, (ii) the Special Servicer, if such Permitted Investment was for the
benefit of the Special Servicer or (iii) the Certificate Administrator, if such Permitted Investment was for the benefit of
the Certificate Administrator, 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.


Section 3.08       
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a)  In the case of each
Mortgage Loan or Serviced Whole Loan, as applicable (but excluding any REO Loan and any Non-Serviced Mortgage Loan), the Master
Servicer shall use commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower, with respect
to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Whole Loans that it is servicing, to maintain the
following insurance coverage (including identifying the extent to which such Borrower is maintaining insurance coverage and, if
such Borrower does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers) for the related
Mortgaged Property: (x) except where the Loan Documents permit a Borrower to rely on self-insurance provided by a tenant,
a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount
that is at least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or Serviced
Whole Loan, as applicable, and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan, as applicable,
but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all other insurance
coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject to applicable law, under the
related Loan Documents; provided, that:


(i)               
the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged
Property unless the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination
of the related Mortgage Loan or Serviced Whole Loan, as applicable, or (y) such insurance policy was required by the related
Loan Documents and is available at commercially reasonable rates, provided that the Master Servicer shall require the related
Borrower to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of
clause (y), required by such Mortgage Loan or Serviced Whole Loan, in each case, to the extent such amounts are available
at commercially reasonable rates and to the extent the Trustee has an insurable interest;


(ii)               
if and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or
otherwise) as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master
Servicer shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance
coverage from Qualified Insurers;


(iii)               
the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard
to cause any Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this






    	 	-210-	 



     


    

clause shall
not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;


(iv)               
except as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to
cause the Borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain
insurance coverage is an Acceptable Insurance Default (as determined by the Special Servicer);


(v)               
to the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the
Master Servicer will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed
basis at commercially reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and


(vi)               
any explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer
in accordance with the Servicing Standard, unless the Special Servicer (and, if no Control Termination Event has occurred and is
continuing, the Directing Certificateholder) have consented to a waiver (including a waiver to permit the Master Servicer to accept
insurance that does not comply with specific requirements contained in the Loan Documents) in writing of that provision in accordance
with the Servicing Standard; provided that the Special Servicer shall promptly notify the Master Servicer in writing of
such waiver.


The Master Servicer
shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Certificateholder if the Master
Servicer determines in accordance with the Servicing Standard that a Borrower under a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) has failed to maintain insurance required under the Loan Documents and such failure materially and adversely affects
the interests of the Certificateholders or if a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has notified
the Master Servicer in writing that the Borrower does not intend to maintain such insurance and that the Master Servicer has determined
in accordance with the Servicing Standard that such failure materially and adversely affects the interests of the Certificateholders.


Subject to Section 3.15(b)
of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable efforts and only if the
Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the right of the Special Servicer
to direct the Master Servicer to make a Servicing Advance for the costs associated with coverage that the Special Servicer determines
to maintain, in which case the Master Servicer shall make such Servicing Advance) with Qualified Insurers to the extent reasonably
available at commercially reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire and casualty
extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal
to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan, Serviced
REO Loan or the Serviced Whole Loan, as applicable (or such greater amount of coverage required by the related Loan Documents (unless
such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing Certificateholder
has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause,
(b) a comprehensive general liability insurance






    	 	-211-	 



     


    

policy with coverage
comparable to that which would be required under prudent lending requirements and in an amount not less than $1.0 million per
occurrence, and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance
covering revenues or rents for a period of at least 12 months; provided, that the Special Servicer shall not be required
in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially
reasonable rate and consistent with the Servicing Standard.


All such insurance
policies maintained as described above shall contain (if they insure against loss to property) a “standard” mortgagee
clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and, with respect to
a Serviced Whole Loan, the related Serviced Companion Loan Noteholders), or shall name the Trustee as the insured, with loss payable
to the Special Servicer on behalf of the Trustee (on behalf of Certificateholders and, with respect to a Serviced Whole Loan, the
related Serviced Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property). Any amounts collected
by the Master Servicer or Special Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration
or repair of the related Mortgaged Property or Serviced REO Property or amounts to be released to the related Borrower, in each
case in accordance with the Servicing Standard) shall be deposited in the Collection Account (or, in the case of the Serviced Whole
Loans, in the applicable Serviced Whole Loan Collection Account), subject to withdrawal pursuant to Section 3.06 of
this Agreement, in the case of amounts received in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan, or in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15
of this Agreement, in the case of amounts received in respect of a Serviced REO Property. Any cost incurred by the Master Servicer
or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions
to Certificateholders or Serviced Companion Loan Noteholders, be added to the Stated Principal Balance of the related Mortgage
Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit; provided,
that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust Fund to enforce
any obligations of the related Borrower under such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan.
Any costs incurred by the Master Servicer in maintaining any such insurance policies in respect of the Mortgage Loans or Specially
Serviced Loans (other than REO Properties) (i) if the Borrower defaults on its obligation to do so, shall be advanced by the
Master Servicer as a Servicing Advance and will be charged to the related Borrower and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the Stated Principal Balance of the related Mortgage Loan, notwithstanding
that the terms of such Mortgage Loan so permit. Any cost incurred by the Special Servicer in maintaining any such insurance policies
with respect to Serviced REO Properties shall be an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such
expense shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement) payable out of
the related REO Account (or Serviced Whole Loan REO Account, as applicable) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (or paid from the Collection Account if the Master Servicer determines
such Advance would be a Nonrecoverable Advance, subject to Section 3.21(d) of this Agreement).






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(b)              
If either:


(x) the
Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than Non-Serviced Mortgage Loans), Serviced
Whole Loans or Serviced REO Properties, as applicable, then, to the extent such policy


(i)               
is obtained from a Qualified Insurer, and


(ii)               
provides protection equivalent to the individual policies otherwise required, or


(y) the
Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt obligations
that are rated not lower than “[___]” by [___], “[___]” by [___] (or, if not rated by [___], an equivalent
(or higher) rating by any two other NRSROs (which may include [___],[___] and/or [___])) and its equivalent by [___] (if then rated
by [___]), and the Master Servicer or Special Servicer self-insures for its obligation to maintain the individual policies otherwise
required,


then the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained
on the related Mortgaged Properties or Serviced REO Properties, as applicable.


Such a blanket or
master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master
Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on
any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property thereunder a
hazard insurance policy complying with the requirements of Section 3.08(a) of this Agreement, and there shall have
been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account
(or, in the case of a Serviced Whole Loan, in the related Serviced Whole Loan Collection Account), from its own funds, the amount
not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan
or the related Serviced Whole Loan, as applicable (or, in the absence of any such deductible limitation, the deductible limitation
for an individual policy which is consistent with the Servicing Standard). The Master Servicer and Special Servicer shall prepare
and present, on behalf of itself, the Trustee, Certificateholders and, if applicable the Serviced Companion Loan Noteholders, claims
under any such blanket or master force-placed policy maintained by it in a timely fashion in accordance with the terms of such
policy. If the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property securing a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced REO Property to be covered by such “force-placed” insurance policy,
the incremental costs of such insurance applicable to such Mortgaged Property or Serviced REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or Serviced REO Property is covered
thereby) shall be paid as a Servicing Advance.






    	 	-213-	 



     


    

(c)               
With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, that
is subject to an Environmental Insurance Policy, if the Master Servicer has actual knowledge of any event giving rise to a claim
under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With
respect to each Specially Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if the
Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special
Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust, on behalf of the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate
Companion Loan, if any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer or
Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Servicing Advance.


(d)              
The Master Servicer, the Special Servicer, shall at all times during the term of this Agreement (or, in the case of the
Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties
as to which it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity
bond in such form and amount as are consistent with the Servicing Standard. The Master Servicer, Special Servicer, as applicable,
shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer, Special Servicer, as the case may
be. Such fidelity bond shall provide that it may not be canceled without ten days’ prior written notice to the Trustee. So
long as the long-term unsecured debt obligations of the Master Servicer (or its corporate parent if such insurance is guaranteed
by its parent), the Special Servicer (or its corporate parent), as applicable, are rated not lower than “[___]” by
[___], “[___]” by [___], “[___]” by [___] (or, if not rated by [___], an equivalent (or higher) rating
by any two other NRSROs (which may include [___],[___] and/or [___])) and its equivalent by [___] (if then rated by [___]), the
Master Servicer, the Special Servicer, [the Operating Advisor or the Asset Representations Reviewer], as applicable, may self-insure
with respect to the fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance
policy with respect to such coverage.


The Master Servicer
and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of the Special Servicer,
at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties exist as part
of the Trust Fund) also keep in force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers and employees in connection with their servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as
applicable, shall be deemed to have complied with the foregoing provisions






    	 	-214-	 



     


    

if an Affiliate thereof
has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer
or Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without
ten days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations of the Master Servicer
(or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable,
are rated not lower than “[___]” by [___], “[___]” by [___] (or, if not rated by [___], an equivalent (or
higher) rating by any two other NRSROs) (which may include [___],[___] and/or [___]) and its equivalent by [___] (if then rated
by [___]), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the errors and omissions
coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such
coverage.


Section 3.09       
Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature of a “due-on-sale” clause (including,
without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation
of direct or indirect interests in the Borrower or its owners), which by its terms:


(i)               
provides that such Mortgage Loan or Serviced Whole Loan will (or may at the mortgagee’s option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property (including, without limitation, the sale, transfer,
pledge or hypothecation of direct or indirect interests in the Borrower or its owners),


(ii)               
provides that such Mortgage Loan or Serviced Whole Loan may not be assumed without the consent of the related mortgagee
in connection with any such sale or other transfer, or


(iii)               
provides that such Mortgage Loan or Serviced Whole Loan may be assumed or transferred without the consent of the mortgagee,
provided certain conditions set forth in the Loan Documents are satisfied,


then, for so long as such Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (or related Mortgage Loan) is included in the Trust Fund,
subject to the rights of the Directing Certificateholder, neither the Master Servicer (with respect to Performing Loans other than
a Non-Serviced Mortgage Loan) nor the Special Servicer (with respect to Specially Serviced Loans), as applicable, on behalf of
the Trust Fund, shall be required to enforce any such due-on-sale clauses and in connection therewith neither shall be required
to (x) accelerate payments thereon or (y) withhold its consent to such an assumption if (1) such provision is not
exercisable under applicable law or if the Master Servicer (with respect to Performing Loans (other than a Non-Serviced Mortgage
Loan) and with the consent of the Special Servicer) or the Special Servicer (with respect to Specially Serviced Loans), as applicable,
determines, subject to the rights of the Directing Certificateholder [and the Risk Retention Consultation Party], that the enforcement
of such provision is reasonably likely to result in meritorious legal action by the Borrower or (2) the Master Servicer (with
the consent of the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard
and subject to the rights of the Directing Certificateholder [and the Risk Retention Consultation Party], that granting such consent
would be likely to result in a greater recovery, on a present value basis






    	 	-215-	 



     


    


(discounting at the related Calculation
Rate), than would enforcement of such clause. If the Master Servicer (with respect to Performing Loans (other than a Non-Serviced
Mortgage Loan)) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, determines that (A) granting
such consent would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that
the conditions described in clause (a)(iii) above relating to the assumption or transfer of a related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan have been satisfied, the Master Servicer (with respect to Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans) is authorized to take or enter into an assumption agreement
from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original
Borrower from liability upon such Mortgage Loan and substitute the new Borrower as obligor thereon, provided that (a) the
credit status of the prospective new Borrower is in compliance with the Master Servicer’s or the Special Servicer’s
servicing standards and criteria and the terms of the related Mortgage and (b) the Master Servicer (with respect to Performing
Loans (other than a Non-Serviced Mortgage Loan)) or the Special Servicer (with respect to Specially Serviced Loans), as applicable,
has followed the Rating Agency Confirmation process pursuant to Section 3.30 relating to the Certificates and Serviced
Companion Loan Securities, if any, with respect to [___], [___] or [___] in the case of any such Mortgage Loan that represents
one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal Balance or is
a Mortgage Loan as to which the related Serviced Companion Loan represents one of the ten largest mortgage loans in the related
Other Securitization (provided, that the Master Servicer or Special Servicer, as applicable, shall be entitled to reasonably rely
upon the written notification provided by the master servicer or special servicer of the applicable Other Securitization as to
whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such Other Securitization). In connection with
each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof
to the Master Servicer. The Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially
Serviced Loans) shall notify the Trustee, the Certificate Administrator, the Directing Certificateholder and the Master Servicer
or the Special Servicer, as applicable, that any such assumption or substitution agreement has been completed by forwarding to
the Custodian (with a copy to the Master Servicer, the Certificate Administrator, the Trustee and the Directing Certificateholder,
as applicable) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part
thereof. To the extent not precluded by the Loan Documents, neither the Master Servicer (with respect to Performing Loans) nor
the Special Servicer (with respect to Specially Serviced Loans) shall approve an assumption or substitution without requiring the
related Borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution. However,
if the related Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund (and in the case
of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), with such expenses allocated (i) first, to the Trust Subordinate Companion Loan (up to the full principal balance
thereof), and (ii) then, to the related AB Mortgage Loan (up to the full principal balance thereof); provided that
in the case of a Serviced Whole Loan the Master Servicer (if such Serviced Whole Loan is a Performing Loan) or the Special Servicer
(if such Serviced Whole Loan is a Specially Serviced Loan) shall be required, after receiving payment from amounts on deposit in
the Collection Account, if any, to






    	 	-216-	 



     


    

(i) promptly notify the holder
of the related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights
of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loan from the holders of such Serviced Companion Loan.


(b)              
If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature
of a “due-on-encumbrance” clause, which by its terms:


(i)               
provides that such Mortgage Loan or Serviced Whole Loan shall (or may at the mortgagee’s option) become due and payable
upon the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect ownership interest
in the borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged Property or
any sale or transfer of preferred equity in the Borrower or its owners),


(ii)               
requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged
Property (including, without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer
of preferred equity in the Borrower or its owners), or


(iii)               
provides that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without
limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the
Borrower or its owners), provided certain conditions set forth in the Loan Documents are satisfied,


then, neither the Master Servicer
(with respect to Performing Loans other than a Non-Serviced Mortgage Loan) nor the Special Servicer (with respect to Specially
Serviced Loans), on behalf of the Trust Fund, shall be required to enforce such due-on-encumbrance clauses and in connection therewith,
will not be required to (i) accelerate the payments on the related Mortgage Loan or Serviced Whole Loan or (ii) withhold
its consent to such lien or encumbrance, if the Master Servicer (with the consent of the Special Servicer) or the Special Servicer,
as applicable, subject to the rights of the Directing Certificateholder, (x) determines, in accordance with the Servicing
Standard that such enforcement would not be in the best interests of the Trust Fund or the holder of the related Serviced Companion
Loan, if applicable (giving due regard to the junior nature of the related Subordinate Companion Loan, if any), or that in the
case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan described in clause (b)(iii) above
that the conditions to further encumbrance have been satisfied and (y) as to any Mortgage Loan or Serviced Whole Loan, follows
the Rating Agency Confirmation procedure pursuant to Section 3.30 with respect to [___], [___] or [___] in the case
of any such Mortgage Loan that represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans
based on Stated Principal Balance or is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the ten
largest mortgage loans in the related Other Securitization (provided, that the Master Servicer or Special Servicer, as applicable,
shall be entitled to reasonably rely upon the written notification provided by the master servicer or special servicer of the applicable
Other Securitization as to whether such Serviced Companion






    	 	-217-	 



     


    

Loan is one of the 10 largest mortgage
loans in such Other Securitization). To the extent not precluded by the Loan Documents, neither the Master Servicer (with respect
to Performing Loans) nor the Special Servicer (with respect to Specially Serviced Loans) shall approve an assumption or substitution
without requiring the related Borrower to pay any fees owed to the Rating Agencies associated with the approval of such lien or
encumbrance. However, if the related Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust
Fund (in the case of an AB Whole Loan, with such expenses allocated (i) first, to the Trust Subordinate Companion Loan (up
to the full principal balance thereof), and (ii) then, to the related AB Mortgage Loan (up to the full principal balance
thereof); provided that in the case of a Serviced Whole Loan the Master Servicer (if such Serviced Whole Loan is a Performing
Loan) or the Special Servicer (if such Serviced Whole Loan is a Specially Serviced Loan) shall be required, after receiving payment
from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion Loan
and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced
Companion Loans from the holders of such Serviced Companion Loans.


(c)               
The Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to any Specially Serviced Loan without, if no Control Termination Event has occurred and is continuing, the
consent of the Directing Certificateholder. The Directing Certificateholder shall have 10 Business Days (or longer period provided
by the related Intercreditor Agreement) after receipt of notice along with the Special Servicer’s recommendation and analysis
with respect to such waiver and any additional information the Directing Certificateholder may reasonably request from the Special
Servicer of a proposed waiver or consent under any “due-on-sale” or “due-on-encumbrance” clause in
which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the
Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver or consent).


(d)              
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to
Section 3.09(a) or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly
post such waivers to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement)
and the related Other 17g-5 Information Provider (if any) with respect to each Mortgage Loan or Serviced Whole Loan.


(e)               
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.


(f)               
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer
shall not 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 (other than a






    	 	-218-	 



     


    

Non-Serviced Mortgage
Loan) or Serviced Whole Loan or the related Mortgage Note, other than pursuant to Section 3.26 hereof, as applicable.


(g)              
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which permits release
of Mortgaged Properties through defeasance:


(i)               
If such Mortgage Loan or Serviced Whole Loan requires that the lender purchase the required government securities, then
the Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the related Borrower’s
expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer shall not accept the amounts
paid by the related Borrower to effect defeasance until acceptable government securities have been identified.


(ii)               
To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require the related
Borrower to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has
a first priority perfected security interest in the defeasance collateral (including the government securities) and the assignment
of the defeasance collateral 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 each Rating Agency.


(iii)               
To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require a certificate
at the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Loan Documents.


(iv)               
Prior to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related
Borrower’s expense, a Rating Agency Confirmation; provided, the Master Servicer shall not be required to obtain such
Rating Agency Confirmation from any Rating Agency if such Mortgage Loan at the time of such defeasance is not (x) a Mortgage
Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loan) is one of the ten largest Mortgage Loans
by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or greater than $20,000,000 or (z)
a Mortgage Loan that represents 5% or more of the Stated Principal Balance of all Mortgage Loans.


(v)               
Prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of
Counsel to the effect that such release will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent not
inconsistent with the Mortgage Loan or Serviced Whole Loan, the related Borrower shall pay the cost related to the Opinion of Counsel
(and shall otherwise be a Servicing Advance).






    	 	-219-	 



     


    


(vi)               
No defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of
any Companion Loan, the later of the second anniversary of the Startup Day of the Trust REMICs and the second anniversary of the
startup day of any REMIC holding such Companion Loan.


(vii)               
The Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents)
hold the U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion
Loan Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government obligations
to the Collection Account in respect of the defeased Mortgage Loan according to the payment schedule existing immediately prior
to the defeasance.


(viii)               
The Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is
servicing requiring Borrowers to pay all reasonable expenses associated with a defeasance.


(ix)               
To the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with
discretion, the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the
government securities related to one or more of the Mortgage Loans, to act as a successor borrower.


(x)               
The Master Servicer may accept as defeasance collateral of 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 cause an Adverse REMIC Event.


(xi)               
Neither the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under
the Loan Documents in the event that the Loan Documents provide for such a fee limitation.


(h)              
With respect to all Specially Serviced Loans and Performing Loans, the Special Servicer shall, prior to waiving its rights
or granting its consent to any proposed action of the Master Servicer under this Section 3.09, and prior to itself
taking such an action, obtain the written consent of the Directing Certificateholder, which consent shall be deemed given 10 Business
Days (or such longer period if necessary for a Serviced Whole Loan pursuant to the terms of the related Intercreditor Agreement)
after receipt (unless earlier objected to) by the Directing Certificateholder of the Master Servicer’s and/or Special Servicer’s,
as applicable, written analysis and recommendation with respect to such action together with such other information reasonably
required by the Directing Certificateholder. When the Special Servicer’s consent is requested under this Section 3.09,
such consent shall be deemed given 15 Business Days (or such longer time period pursuant to the terms of the related Intercreditor
Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Certificateholder approval)
after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written
analysis and recommendation with respect






    	 	-220-	 



     


    

to such proposed action
together with such other information reasonably required by the Special Servicer.


Section 3.10       
Appraisals; Realization upon Defaulted Mortgage Loans.  
(a) Other than with respect to a Non-Serviced Mortgage Loan, contemporaneously with the earliest of (i) the effective date
of any (A) modification of the Maturity Date or extended Maturity Date, a Mortgage Rate, principal balance or amortization
terms of any Mortgage Loan or Serviced Whole Loan or any other term of a Mortgage Loan or Serviced Whole Loan, (B) extension
of the Maturity Date or extended Maturity Date of a Mortgage Loan or Serviced Whole Loan as described below in Section 3.26
of this Agreement, or (C) consent to the release of any Mortgaged Property from the lien of the related Mortgage other than
pursuant to the terms of the related Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an Appraisal Reduction Event,
(iii) a default in the payment of a Balloon Payment for which an extension is not granted, or (iv) the date on which
the Special Servicer, consistent with the Servicing Standard, requests an Updated Valuation, the Special Servicer shall use commercially
reasonable efforts to obtain an Updated Valuation (or a letter update for an existing appraisal which is less than two years old)
within 60 days of such request, the cost of which shall constitute a Servicing Advance; provided, that the Special
Servicer shall not be required to obtain an Updated Valuation pursuant to clauses (i) through (iv) above with respect to any
Mortgaged Property for which there exists an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate which is less than nine
months old unless the Special Servicer has actual knowledge of a material adverse change in circumstances that, consistent with
the Servicing Standard, would call into question the validity of such Appraisal, Updated Appraisal or Small Loan Appraisal Estimate.
For so long as such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, the Special Servicer shall obtain letter
updates to each Updated Valuation (i) within 30 days of the end of each nine-month period following the related Appraisal Reduction
Event and (ii) upon its determination that the value of the related Mortgaged Property has materially changed, and the Master Servicer
shall recalculate the Appraisal Reduction Amount prior to the Special Servicer granting extensions beyond one year or any subsequent
extension after granting a one year extension with respect to the same Mortgage Loan or Serviced Whole Loan. Subject to any required
consent from the Directing Certificateholder, nothing herein is intended to limit the Special Servicer’s ability to pursue
multiple strategies contemporaneously if the Special Servicer deems such actions appropriate under the Servicing Standard. The
Special Servicer shall update, in accordance with the timing described above, each Small Loan Appraisal Estimate or Updated Appraisal
for so long as an Appraisal Reduction Event exists with respect to the related Mortgage Loan or Serviced Whole Loan and the Master
Servicer shall recalculate the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal.
The Special Servicer shall send all such letter updates and Updated Valuations to the Master Servicer, the 17g-5 Information Provider
(who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event
has occurred, the Directing Certificateholder.


The Special Servicer
shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related Mortgaged Property, initiate corrective action in cooperation with the
Borrower if, in the Special Servicer’s judgment, cure is likely, and take






    	 	-221-	 



     


    

such other actions
(including without limitation, negotiating and accepting a discounted payoff of a Mortgage Loan or Serviced Whole Loan) as are
consistent with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been unsuccessful,
no satisfactory arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan has not been released
from the Trust Fund pursuant to any provision hereof, and except as otherwise specifically provided in Section 3.09(a)
and 3.09(b) of this Agreement, the Special Servicer may, to the extent consistent with the Asset Status Report (and with
the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) and with the Servicing
Standard, accelerate such Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Mortgaged
Property or Properties, provided that the Special Servicer determines that such acceleration and foreclosure are more likely
to produce a greater recovery to Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as a collective whole
as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders, constituted a single lender) (and with respect
to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a waiver of such default or an
extension or modification in accordance with the provisions of Section 3.26 hereof. In connection with causing the
Trust to foreclose on collateral that consists of multiple properties held for sale to customers by the related Borrower (such
as unsold condominium units in a single project), the Special Servicer directing such foreclosure shall consider the effect of
the bidding price for the properties on the tax basis of such properties if such properties are likely to be treated in the hands
of the Trust as properties held for sale to customers. The Master Servicer shall pay the costs and expenses in any such proceedings
as a Servicing Advance unless the Master Servicer or the Special Servicer, as applicable, determines, in its good faith judgment,
that such Servicing Advance would constitute a Nonrecoverable Advance; provided, if such Servicing Advance would constitute
a Nonrecoverable Advance but the Special Servicer determines that such payment would be in best interests of the Certificateholders[,
the RR Interest Owner] and, if applicable, Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholders constituted a single lender (and with respect to
any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan and with respect to the AB Whole Loan, taking into account the subordinate nature of the Trust Subordinate Companion
Loan) (with the Master Servicer permitted to conclusively rely upon any such determination by the Special Servicer), the Special
Servicer shall direct the Master Servicer to make such payment from the Collection Account (or, if applicable, the applicable Serviced
Whole Loan Collection Account), which payment shall be an Additional Trust Fund Expense. The Trustee shall be entitled to conclusively
rely upon any determination of the Master Servicer or Special Servicer that a Servicing Advance, if made, would constitute a Nonrecoverable
Advance. If the Master Servicer does not make such Servicing Advance in violation of the second preceding sentence, the Trustee
shall make such Servicing Advance, unless the Trustee determines that such Servicing Advance would be a Nonrecoverable Advance.
The Master Servicer and the Trustee, as applicable, shall be entitled to reimbursement of Servicing Advances (with interest at
the Reimbursement Rate) made pursuant to this paragraph to the extent permitted by Section 3.06 of this Agreement.






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(b)              
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
Borrower or any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or (ii) if the Special Servicer determines, in its best judgment, 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 and the Certificate Administrator.


(c)               
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include
the Special Servicer) or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests,
the Loan Specific REMIC Regular Interests and the Class [PEZ] Regular Interests and the Certificateholders and, if applicable,
the Serviced Companion Loan Noteholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage
Loan or Serviced Whole Loan, as applicable, such Mortgage Loan or Serviced Whole Loan, as applicable, shall (except for purposes
of Section 9.01 of this Agreement) be considered to be a Serviced REO Loan until such time as the related Serviced
REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses. Consistent with the foregoing,
for purposes of all calculations hereunder, so long as such Mortgage Loan or Serviced Whole Loan, as applicable, shall be considered
to be an outstanding Mortgage Loan or Serviced Whole Loan, as applicable:


(i)               
it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in
effect at the time of any such acquisition of title shall remain in effect; and


(ii)               
subject to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts
that would have been payable under the related Mortgage Note(s) in accordance with the terms of such Mortgage Note(s) and any applicable
Intercreditor Agreement. In the absence of such terms, Net REO Proceeds shall, subject to Section 1.02(g) of this Agreement,
be deemed to have been received first, in payment of the accrued interest that remained unpaid on the date that the related
Serviced REO Property was acquired by the Trust Fund; second, in respect of the delinquent principal installments that remained
unpaid on such date; and thereafter, Net REO Proceeds received in any month shall be applied to the payment of installments
of principal and accrued interest on such Mortgage Loan or Serviced Companion Loan, as applicable, deemed to be due and payable
in accordance with the terms of such Mortgage Note(s) and such amortization schedule until such principal has been paid in full
and then to other amounts due under such Mortgage Loan or Serviced Companion Loan, as applicable. If such Net REO Proceeds exceed
the Periodic Payment then payable, the excess shall be treated as a Principal Prepayment received in respect of such Mortgage Loan
or Serviced Companion Loan, as applicable.






    	 	-223-	 



     


    


(d)              
Notwithstanding any provision herein 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 incident to real property (within the meaning of Section 856(e)(l) of the Code) 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 Loan
Specific REMIC or the Lower-Tier REMIC, as applicable) to the effect that the holding of such personal property by the Loan Specific
REMIC or Lower-Tier REMIC, as applicable, will not cause the imposition of a tax on any Trust REMIC under the REMIC Provisions
or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding (and such Opinion of Counsel
may be premised on the designation hereby of any such personal property as being deemed part of an “outside reserve fund”
(within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal property for federal income tax
purposes to be designated at such time).


(e)               
Notwithstanding any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust
Fund, obtain title to any direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to
any pledge agreement unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be
an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the
allocation provisions of the related Intercreditor Agreement)) to the effect that the holding of such partnership interest or other
equity interest by the Trust Fund will not cause the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause
any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.


(f)               
Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee,
on behalf of the Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to
obtain title to any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby
be the beneficial owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise cause
the Trustee to acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such
action, the Trustee, for the Trust Fund, the Certificateholders[, the RR Interest Owner] or Serviced Companion Loan Noteholders,
if applicable, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of 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 (which report shall be an expense of the Trust), 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






    	 	-224-	 



     


    



best economic
interest of the Certificateholders (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders [and the RR Interest Owner]
constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking
into account the subordinate nature of such Serviced Subordinate Companion Loan), 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 Certificateholders
(and with respect to any Serviced Whole Loan, the Serviced Companion Loan holders) [and the RR Interest Owner], as a collective
whole as if such Certificateholders and, if applicable, Serviced Companion Loan holders [and the RR Interest Owner] constituted
a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan), to take such actions with respect to the affected Mortgaged Property.


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,
if applicable, the Serviced Companion Loan Noteholders. Any such tests shall be deemed part of the environmental assessment obtained
by the Special Servicer for purposes of this Section 3.10.


(g)              
The environmental assessment contemplated by Section 3.10(f) of this Agreement shall be prepared within three
months (or as soon thereafter as practicable) 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. Upon the written direction of the Special Servicer
and delivery by the Special Servicer to the Master Servicer of pertinent back-up information the Master Servicer shall advance
the cost of preparation of such environmental assessments as a Servicing Advance unless the Master Servicer determines, in its
good faith judgment, that such Servicing Advance would be a Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement
of Servicing Advances (with interest at the Reimbursement Rate) made pursuant to the preceding sentence to the extent permitted
by Section 3.06. The Special Servicer shall provide written reports and a copy of any environmental assessments in
electronic format to the Directing Certificateholder (if no Consultation Termination Event has occurred), the Master Servicer,
the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such materials
to the 17g-5 Information Provider’s Website pursuant to






    	 	-225-	 



     


    

Section 3.14(d)
of this Agreement), monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing
a Defaulted Mortgage Loan or defaulted Serviced Companion Loan as to which the environmental testing contemplated by Section 3.10(f)
of this Agreement has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of (i) satisfaction of both such conditions, (ii) repurchase
of the related Mortgage Loan by the Mortgage Loan Seller or (iii) release of the lien of the related Mortgage on such Mortgaged
Property.


(h)              
If the Special Servicer determines pursuant to Section 3.10(f)(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 with
respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, 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(f)(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 with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders),
as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single
lender, 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, the Special Servicer shall (with the consent of the Directing Certificateholder if
no Control Termination Event has occurred and is continuing) take such action as it deems to be in the best economic interest of
the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as
if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, but only if the
Certificate Administrator has mailed notice to the Holders of the Regular Certificates and the related Serviced Companion Loan
Noteholders of such proposed action, which notice shall be prepared by the Special Servicer, and only if the Certificate Administrator
does not receive, within 30 days of such notification, instructions from the Holders of Regular Certificates entitled to a
majority of the Voting Rights and, with respect to Serviced Whole Loans, the applicable Serviced Companion Loan Noteholders directing
the Special Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer reasonably determines that
it is likely that within such 30-day period irreparable environmental harm to such Mortgaged Property would result from the presence
of such Hazardous Materials and provides a prior written statement to the Trustee and the Certificate Administrator setting forth
the basis for such determination, then the Special Servicer may take or cause to be taken such action to remedy such condition
as may be consistent with the Servicing Standard. None of the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(h) at the
direction of the Certificateholders or with respect to any Serviced Whole Loan, at the direction of the Certificateholders and
the related Serviced Companion Loan Noteholders unless the Certificateholders and, with respect to any Serviced Companion Loan,
the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer with respect to such action or inaction. The Master Servicer shall advance the cost of any such compliance,
containment, clean-up or remediation as a Servicing Advance unless the Master Servicer






    	 	-226-	 



     


    


determines, in its
good faith judgment, that such Advance would constitute a Nonrecoverable Advance.


(i)                
The Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing
a Non-Serviced Mortgage Loan) which is abandoned or foreclosed that requires 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
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which is abandoned or foreclosed and the Master Servicer shall
report to the IRS and the related Borrower, in the manner required by applicable law, such information and the Master Servicer
shall report, via Form 1099C or Form 1099A, all forgiveness of indebtedness to the extent such information has been provided
to the Master Servicer by the Special Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and
the Certificate Administrator.


(j)                
The costs of any Updated Valuation obtained pursuant to this Section 3.10 shall be paid by the Master Servicer
as a Servicing Advance and shall be reimbursable from the Collection Account or, with respect to the Serviced Whole Loans, first,
from the applicable Serviced Whole Loan Collection Account and second, to the extent amounts in the Serviced Whole Loan
Collection Accounts are insufficient therefor, from the Collection Account in accordance with Section 3.06(a); provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders.


Section 3.11       
Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Whole
Loan, or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by 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 or the applicable Serviced Whole Loan Collection Account, as applicable, 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 related Mortgage
File. Any expense incurred in connection with any instrument of satisfaction or deed of reconveyance that is not paid by the related
Borrower shall be chargeable to the Trust Fund. The Master Servicer agrees to use reasonable efforts in accordance with the Servicing
Standard to enforce any provision in the relevant Loan Documents that require the Borrower to pay such amounts. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be an expense of the Custodian.


From time to time
upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Custodian
shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer
or the 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 the Serviced Whole Loan into a Serviced REO Property, or in the event of a substitution of a Mortgage Loan
pursuant to






    	 	-227-	 



     


    


Section 2.03
of this Agreement, or receipt by the Custodian of a certificate of a Servicing Officer stating that such Mortgaged Property 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 or the applicable Serviced Whole Loan Collection Account, as applicable, have been so deposited, or
that such Mortgage Loan or Serviced Whole Loan has become a Serviced REO Property, or that the Master Servicer has received a Qualified
Substitute Mortgage Loan and the applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of the Request for
Release to the Master Servicer or the Special Servicer, as applicable. If from time to time, pursuant to the terms of the applicable
Intercreditor Agreement or Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of the related Non-Serviced
Mortgage Loan, the Other Servicer or the Other Special Servicer requests delivery to it of the original Mortgage Note by providing
the Trustee and the Custodian a Request for Release, then the Custodian shall release or cause the release of such original Mortgage
Note to the Other Servicer or the Other Special Servicer or its designee.


Within five (5) Business
Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after receipt of a written
certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with respect to Performing
Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings, requests for a trustee’s
sale or other documents prepared by the Special Servicer, its agents or attorneys, 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 Borrower on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. 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, that the proposed action
is consistent with the Servicing Standard and that the execution and delivery thereof by the Trustee will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale.


Section 3.12       
Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation; [Mortgage Loan Seller Strip].
(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan and Serviced Companion Loan. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under
this Agreement or as provided in the second succeeding paragraph with respect to the Excess Servicing Fee.


In addition, the Master
Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent permitted by applicable law and the
related Loan Documents and any related Intercreditor Agreement, (i) all investment income earned on amounts on deposit in
the Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection Account) and certain
Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any Net Default Interest and any other Penalty
Charges collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Performing Loan (and
the related Serviced Companion Loan, if






    	 	-228-	 



     


    


applicable), in each
case, remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing
Loan and to pay or reimburse the Trust for any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout
Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior to such Collection Period, and, in the case
of the Serviced Whole Loans, to the extent allocated to the related Mortgage Loan in the related Intercreditor Agreement and as
further described in Section 3.12(d), (iii) any amounts collected for checks returned for insufficient funds (with
respect to any Performing Loan or Specially Serviced Loan) and (iv) to the extent permitted by applicable law and the related
Loan Documents, [100]% of any Modification Fees with respect to (and other similar fees relating to) any Performing Loan or Serviced
Companion Loan where the consent of the Special Servicer is not required ([50]% where the processing by, or the consent of the
Special Servicer is required), [100]% of any defeasance fees, [100]% of Assumption Fees and consent fees (or similar fees) relating
to the transactions referred to in Section 3.09 of this Agreement with respect to Performing Loans or Serviced Companion
Loan where the consent of the Special Servicer is not required ([50]% where the processing by, or the consent of the Special Servicer
is required), [100]% of loan service transaction fees, beneficiary statement charges, demand fees or similar items (but not including
Prepayment Premiums or Yield Maintenance Charges) with respect to Performing Loans or Serviced Companion Loan where the consent
of the Special Servicer is not required ([50]% where the processing by, or the consent of the Special Servicer is required) and
[100]% of assumption application fees with respect to Performing Loans or Serviced Companion Loans, in each case to the extent
received and not required to be deposited or retained in the Collection Account (or Serviced Whole Loan Collection Account), in
each case pursuant to Section 3.05 of this Agreement. The Master Servicer shall also be entitled pursuant to, and to
the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as applicable, to withdraw from
the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the Mortgage
Loan or applicable law), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing and any
interest or other income earned on deposits therein. In addition, the Master Servicer shall be entitled to the portion of Net Default
Interest and any late payment fees collected by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated to
such Non-Serviced Mortgage Loan remaining after application thereof to reimburse interest on related P&I Advances and to reimburse
the Trust for certain expenses of the Trust, if applicable, as provided in this Agreement. Except as specified in the preceding
sentence and except with respect to clause (i) in this paragraph, the Master Servicer will not be entitled to the compensation
set forth in clauses (iii) and (iv) in this paragraph with respect to a Non-Serviced Mortgage Loan.


The Master Servicer
and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with
respect to such Mortgage Loans) 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 Act and any applicable state securities laws and is otherwise made in accordance with the 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 AA-1 hereto, and (iii) the prospective






    	 	-229-	 



     


    


transferee shall have
delivered to the Master Servicer and the Depositor a certificate substantially in the form attached as Exhibit AA-2
hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the 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. The 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 the 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 Certificate Administrator, the Trustee, the Master
Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer against
any liability that may result if such transfer is not exempt from registration and/or qualification under the 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 such information in any manner that could result in a violation of any provision of the Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act. From
time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect
to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall
pay, out of each amount paid to the Master Servicer as Servicing Fee with respect to such Mortgage Loan or REO Loan, as the case
may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the
payment of such Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder
in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except
as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the
Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer or the Trustee shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


As compensation for
its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect to each Mortgage
Loan to its portion of the Certificate Administrator/Trustee Fee, which shall be payable from amounts on deposit in the Lower-Tier
Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Certificate Administrator/Trustee
Fee. The Certificate Administrator’s rights to the Certificate Administrator/Trustee Fee may not be transferred in whole
or in part except in connection with the transfer of all of its responsibilities and obligations under this Agreement.


Except as otherwise
provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers).






    	 	-230-	 



     


    


Except as otherwise
provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it in connection with its
activities hereunder.


(b)              
As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced
Loan and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection
Account or the Serviced Whole Loan Collection Account, as applicable, as set forth in Section 3.06 of this Agreement.
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 Special Servicing Compensation, to the extent permitted by applicable law and
the related Loan Documents, (i) any Net Default Interest and any other Penalty Charges collected by the Master Servicer or
the Special Servicer during a Collection Period accrued on any Specially Serviced Loan remaining after application thereof during
such Collection Period (and in the case of the Serviced Whole Loans, as set forth in and subject to the terms of the related Intercreditor
Agreement and Section 3.12(d) herein) to pay the Advance Interest Amount relating to such Specially Serviced Loan and
any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred
during or prior to such Collection Period on such related Specially Serviced Loan (but not NSF check fees and the like, which shall
be paid to the Master Servicer) as further described below in this subsection (b), (ii) 50% of any Assumption Fees, consent
fees (or similar fees) relating to the transactions referred to in Section 3.09 of this Agreement, Modification Fees
(and other similar fees) and loan service transaction fees, beneficiary statement charges, demand fees or similar items with respect
to the Performing Loans and the related Companion Loans relating to any Performing Loan, when the approval from the Special Servicer
is required and excluding any Prepayment Premiums or Yield Maintenance Charges, (iii) any interest or other income earned
on deposits in the REO Accounts and (iv) 100% of any Assumption Fees, assumption application fees, consent fees (or similar
fees) relating to the transactions referred to in Section 3.09 of this Agreement, Modification Fees (and other similar
fees), loan service transaction fees, beneficiary statement charges, demand fees or similar items relating to any Specially Serviced
Loan or Serviced REO Loan.


Except as otherwise
provided herein, the Special 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.


In addition, the Special
Servicer shall be entitled to the portion of Net Default Interest and any other Penalty Charges collected by the Other Special
Servicer servicing the related Non-Serviced Mortgage Loan and that are allocated to such Non-Serviced Mortgage Loan remaining after
application thereof during such Collection Period to pay the Advance Interest Amount relating to such Non-Serviced Mortgage
Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees)
incurred during or prior to such Collection Period on such related Non-Serviced Mortgage Loan (but not NSF check fees and similar
fees, which shall be paid to the Master Servicer) as provided in this Agreement. Except as specified in the preceding sentence,
the Special Servicer will not be entitled to the compensation set forth in this Section 3.12(b) with respect to a Non-Serviced
Mortgage Loan.






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(c)               
In addition, a Workout Fee will be payable to the Special Servicer with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan that ceases to be a Specially Serviced Loan pursuant to the definition thereof. As to each
such Mortgage Loan or Serviced Whole Loan, the Workout Fee will be payable out of each collection of interest and principal (including
scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Whole Loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan or Serviced Whole Loan
will cease to be payable if such loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes a Serviced
REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loans
again ceases to be a Specially Serviced Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect
to any or all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable with respect to the
Mortgage Loans that cease to be a Specially Serviced Loan during the period that it had responsibility for servicing such Specially
Serviced Loan (or for any Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that
the Special Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the
Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special
Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases
to be payable in accordance with the preceding sentence.


A Liquidation Fee
will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased by
a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance
with Section 2.03(e) of this Agreement, (ii) each Specially Serviced Loan as to which the Special Servicer obtains
a full, partial or discounted payoff from the related Borrower, (iii) any Specially Serviced Loan or Serviced REO Property
as to which the Special Servicer recovered any Liquidation Proceeds and (iv) each Defaulted Mortgage Loan that is a Non-Serviced
Mortgage Loan sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement as to
which the Special Servicer recovered any Liquidation Proceeds; provided, however, for clarification, in the case of clause (iv),
should the Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other
Special Servicer. As to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and
giving effect to any Resolution Extension Period) in accordance with Section 2.03(e) of this Agreement or Specially
Serviced Loan and Serviced REO Property, the Liquidation Fee will be payable from the related payment or proceeds. Notwithstanding
anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds to the extent
set forth in the definition of “Liquidation Fee” herein. With respect to any future mezzanine debt, to the extent not
prohibited by the Loan Documents, the Master Servicer or Special Servicer, as applicable, shall require that the related mezzanine
intercreditor agreement provide that if a Mortgage Loan is purchased by the related mezzanine lender on a date that is more than
90 days following the date that the related option first becomes exercisable, such mezzanine lender shall be required to pay
a Liquidation Fee equal to the amount that the Special Servicer would otherwise be entitled to under this Agreement with respect
to a liquidation of such Mortgage Loan (provided, that such Liquidation Fee shall in all circumstances be payable by the
related mezzanine lender and shall not, under any






    	 	-232-	 



     


    


circumstances, be
payable out of the Trust unless the Master Servicer fails to require the related mezzanine intercreditor agreement to require the
mezzanine lender to pay such amounts in breach of its obligation to do so under this paragraph). If Liquidation Proceeds are received
with respect to any Specially Serviced Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout
Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest. Notwithstanding
anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but
not both, with respect to Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced Loan. If (i) the Special
Servicer resigns or has been terminated, and (ii) either prior or subsequent to such resignation or termination, either (A) a
Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and approved
(or deemed approved) by the Directing Certificateholder or the Special Servicer has determined to grant a forbearance, or (B) a
Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan, then in either such
event the Special Servicer shall be paid the related Workout Fee or Liquidation Fee, as applicable.


The total amount of
Workout Fees and Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Whole Loan or Serviced
REO Loan through the period such Mortgage Loan is an asset of the Trust shall be subject to an aggregate cap of $1,000,000. For
the purposes of determining whether any such cap has been reached with respect to a Special Servicer and a Mortgage Loan, Serviced
Whole Loan or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special Servicer with respect to such
Mortgage Loan, Serviced Whole Loan or Serviced REO Loan shall be taken into account, and any Workout Fees or Liquidation Fees for
any other Mortgage Loans, Serviced Whole Loans or Serviced REO Loans shall not be taken into account (and any Workout Fees or Liquidation
Fees paid to a predecessor or successor special servicer or Other Special Servicer shall also not be taken into account).


The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing to any of its
sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance policy obtained by
it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums are
reimbursable pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable
directly out of the Collection Account or if a Serviced Whole Loan is involved, the applicable Serviced Whole Loan Collection Account
or the applicable REO Account or as a Servicing Advance, and the Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without
limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any
Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage
Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection






    	 	-233-	 



     


    

with the disposition,
workout or foreclosure of any Mortgage Loan or Serviced Whole 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.


(d)              
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Intercreditor
Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default
Interest and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”)
to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Reimbursement Rate with respect to such
Mortgage Loan that accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced
Companion Loan Service Provider for any debt service advance made by such party with respect to any related Serviced Companion
Loan that accrued in the period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances
with respect to such Mortgage Loan or Serviced Whole Loan previously paid to the Master Servicer, the Trustee or to any Serviced
Companion Loan Service Provider pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi) of this Agreement,
and (iii) the Trust Fund for any Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) with respect to such Mortgage Loan or Serviced Whole Loan paid in the Collection Period that such Penalty Charges were collected
and not previously paid out of Penalty Charges, and any Penalty Charges remaining thereafter shall be distributed pro rata
to the Master Servicer and the Special Servicer based upon the amount of Penalty Charges the Master Servicer or the Special Servicer
would otherwise have been entitled to receive during such period with respect to such Mortgage Loan without any such application.
Except as set forth in this Agreement, the Special Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or
Liquidation Fees with respect to any Non-Serviced Mortgage Loan or any related REO Property. For the avoidance of doubt, the portion
of Penalty Charges allocated to a Mortgage Loan that is part of a Non-Serviced Whole Loan (in accordance with the applicable Intercreditor
Agreement and, if applicable, the Other Pooling and Servicing Agreement) shall be allocated in accordance with clauses (i),
(ii) and (iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I Advances).


(e)               
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement
from the Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Whole Loans, subject to the related
Intercreditor Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if
any, and second, to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection
Account, or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, first, out of the related Serviced
Whole Loan Collection Account from collections on the related Serviced Pari Passu Companion Loan and the related Mortgage Loan
(with respect to the AB Whole Loan, first from the Trust Subordinate Companion Loan up to the full principal balance thereof)
on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed,
out of the Collection Account) 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






    	 	-234-	 



     


    

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, Updated Appraisals and 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)(xv) of this Agreement. All such costs
and expenses shall be treated as costs and expenses of the Lower-Tier REMIC, Loan Specific REMIC and the related Serviced Whole
Loan, if applicable.


(f)               
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, 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, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, 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 Liquidation Proceeds and other collections
on or in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.


If the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee receives
a request or inquiry from a Borrower, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representation Reviewer’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 Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Trustee, the cost of which would not be an expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder,
then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless
such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representation Reviewer’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 Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer 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 Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
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.


[From collections
actually received by the Master Servicer related to the Mortgage Loans that are part of the Mortgage Loan Seller Strip Pool or
any successor REO Loans, on each Master Servicer Remittance Date, the Master Servicer shall remit, pursuant to Section 4.06(iv),
the accrued but unpaid Mortgage Loan Seller Strips to [Mortgage Loan Seller] or
its successors or assigns or its designee by wire transfer of immediately available






    	 	-235-	 



     


    


funds to an account
specified by the intended recipient or by such other method as such recipient and the Master Servicer shall mutually and reasonably
agree. [Mortgage Loan Seller]’s right to receive the Mortgage Loan Seller
Strips shall be subordinate to the Master Servicer’s right to receive the Master Servicing Fee and any other amounts due
and owing to the Master Servicer pursuant to the terms hereof and the Special Servicer’s right to receive Special Servicing
Compensation and any other amounts due and owing to the Special Servicer pursuant to the terms hereof. [Mortgage
Loan Seller] may assign all or a portion of the Mortgage Loan Seller Strips at any time.]


Section 3.13       
Reports to the Certificate Administrator; Collection Account Statements. (a) The Master Servicer shall deliver to
the Certificate Administrator no later than 3:00 p.m. (New York City time) one Business Day prior to the Master Servicer Remittance
Date prior to each Distribution Date (beginning [________] 20[__]), the CREFC® Loan Periodic Update File
with respect to all of the Mortgage Loans that it is servicing for the related Distribution Date (which shall include, without
limitation, the amount of Available Funds allocable to the Mortgage Loans (other than the Trust Subordinate Companion Loan) and
the Loan Specific Available Funds with respect to the Trust Subordinate Companion Loan, as applicable) including information therein
that states the anticipated P&I Advances for the related Distribution Date. The Master Servicer’s responsibilities under
this Section 3.13(a) with respect to Serviced REO Loans shall be subject to the satisfaction of the Special Servicer’s
obligations under Section 3.23 of this Agreement. The Master Servicer shall (no later than the time(s) that it or any
portion thereof is made available to the Certificate Administrator) make available to each Serviced Companion Loan Noteholder with
respect to the related Whole Loan or, if such Serviced Companion Loan is securitized, the respective Other Servicer, the CREFC®Investor Reporting Package (CREFC®
 IRP) (excluding any templates) pursuant to the terms of this Agreement
on a monthly basis. The Special Servicer shall provide any templates relating to the Serviced Companion Loan included in the CREFC®Investor Reporting Package
and prepared by the Special Servicer pursuant to the terms hereof to the Master Servicer promptly
upon reasonable request. The Master Servicer shall provide any templates relating to the Serviced Companion Loan included in the
CREFC® Investor Reporting Package (with respect to templates required to be prepared by the Special Servicer
pursuant to the terms hereof, to the extent received) to the Other Servicer upon reasonable request.


(b)              
For so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account
or any Serviced Whole Loan Collection Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward
to the Certificate Administrator a statement prepared by the Master Servicer setting forth the status of each of the Collection
Account and each Serviced Whole Loan Collection Account as of the close of business on the last Business Day of the prior Collection
Period and showing the aggregate amount of deposits into and withdrawals from the Collection Account and each Serviced Whole Loan
Collection Account of each category of deposit (or credit) specified in Section 3.05 of this Agreement and each category
of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related Collection Period, in each case
for the Mortgage Loans (including the Non-Serviced Mortgage Loans). The Trustee and the Certificate Administrator and its agents
and attorneys may at any time during normal business hours, upon reasonable notice, inspect and copy the books, records and accounts
of the Master Servicer solely relating to the Mortgage Loans and the performance of its duties hereunder.






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(c)               
Beginning in [________] 20[__], no later than 4:00 p.m. (New York City time) on each Master Servicer Remittance Date,
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator (who shall promptly post such reports
to the Certificate Administrator’s Website pursuant to Section 4.02(b)(iii)(B) of this Agreement), the Serviced
Companion Loan Noteholders and the Operating Advisor the following reports (in electronic form) with respect to the Mortgage Loans
that it is servicing (and, if applicable, the related REO Properties), providing the required information as of the immediately
preceding Determination Date: (i) to the extent the Master Servicer has received the most recent CREFC®
Special Servicer Loan File from the Special Servicer at the time required, the most recent CREFC® Delinquent
Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC®
Loan Setup File (with respect to the first Distribution Date) and CREFC® REO Status Report received from
such Special Servicer, (ii) the most recent CREFC® Property File, CREFC® Financial
File, CREFC® Comparative Financial Status Report and the CREFC® Loan Level Reserve/LOC
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File),
(iii) the CREFC® Servicer Watch List with information that is current as of such Determination Date
and (iv) the CREFC® Advance Recovery Report.


The information that
pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered
by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has the primary responsibility
to generate) no later than the related Determination Date in the form required by Section 3.13(g) of this Agreement
or shall be provided by means of such reports so delivered by the Special Servicer to the Master Servicer in the form so required.
In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
the information and reports delivered to it by the Special Servicer, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Certificate
Administrator or the Trustee without any duty or obligation to recompute, verify or recalculate any of the amounts and other information
stated therein.


(d)              
The Master Servicer shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Serviced Companion
Loan Noteholders, the Underwriters, the Initial Purchasers and the Operating Advisor the following materials, in each case to the
extent that such materials or the information on which they are based have been received by the Master Servicer with respect to
the Mortgage Loans that the Master Servicer is servicing:


(i)               
Within 30 days after receipt of any quarterly operating statement, if any, commencing within 30 days of receipt of such
quarterly operating statement for the quarter ending [_____], 20[__], with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer
(in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC®
Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding
calendar quarter, together with copies of the related operating statements and rent rolls (but only to the extent the related Borrower
is required by the Mortgage to deliver, or otherwise agrees to provide such information and,






    	 	-237-	 



     


    



with respect
to operating statements and rent rolls for Specially Serviced Loans and REO Properties, only to the extent received by the Special
Servicer); provided that, to the extent the annual CREFC® Operating Statement Analysis Report is delivered
as described under clause (b) below, then such delivery shall satisfy the requirement under this clause (a) to deliver a quarterly
CREFC® Operating Statement Analysis Report for the quarter ending [_____] of each year, commencing in 20[__]. The Master Servicer
(or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable
efforts to obtain said quarterly and other periodic operating statements and related rent rolls, which efforts shall include a
letter sent to the related Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls),
requesting such quarterly and other periodic operating statements and related rent rolls until they are received to the extent
such action is consistent with applicable law and the terms of the related Loan Documents; provided, however, that
any analysis or update with respect to the first calendar quarter of each year shall not be required to the extent such analysis
or update is not required to be provided under the then current applicable CREFC® guidelines.


(ii)               
At least annually, on or before June 30 of each year, beginning with June 30, 20[__], with respect to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received
from the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO
Loan), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property
as of the end of the preceding calendar year (initially, year-end 20[__]), together with copies of the related operating statements
and related rent rolls (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees
to provide such information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and REO
Properties, only to the extent received by the Special Servicer) for the current trailing 12 months, if available, or year-to-date,
provided, however, that with respect to any obligation of the Master Servicer or Special Servicer, as applicable,
to provide a year-end analysis or update, such analysis or update shall not be required to the extent such analysis or update is
not required to be provided under the then current applicable CREFC® guidelines. The Master Servicer (or the Special
Servicer in the case of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain
said annual and other periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related
Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and
other periodic operating statements and related rent rolls until they are received to the extent such action is consistent with
applicable law and the terms of the related Loan Documents. Upon receipt of such annual and other periodic operating statements
(including year-to-date statements) and related rent rolls and the Master Servicer shall promptly update the CREFC®
Operating Statement Analysis Report.


(iii)               
Within 30 days after receipt by the Master Servicer (or receipt by the Special Servicer in the case of a Specially Serviced
Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any






    	 	-238-	 



     


    



Mortgaged Property
(except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by and received from the
Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within 30 days, of receipt of
such statements for year-end 20[__], a CREFC® NOI Adjustment Worksheet for such Mortgaged Property (with
the annual year-end operating statements attached thereto as an exhibit). The Master Servicer will use the “Normalized”
column from the CREFC® NOI Adjustment Worksheet to update the full year-end data on any CREFC®
Operating Statement Analysis Report and will use any operating statements received with respect to any Mortgaged Property (other
than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially Serviced Loan or a Non-Serviced
Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property.


The Special Servicer,
in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any non-Specially Serviced Loan shall make
reasonable efforts to collect promptly and review from each related Borrower quarterly and annual operating statements, financial
statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such
Borrower, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any
other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if
delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents.


Except with respect
to a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt of any such items
from any Rating Agency, the Master Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post
such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


The Master Servicer
shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and shall not
be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced REO Property
(to the extent prepared by and received from the Special Servicer in the case of any Serviced REO Property or any Mortgaged Property
constituting security for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The CREFC®
Operating Statement Analysis Report for each Mortgaged Property (other than any such Mortgaged Property that secures a Non-Serviced
Mortgage Loan or that is a Serviced REO Property or constitutes security for a Specially Serviced Loan) is to be updated with trailing
12-month information, as available, or year-to-date information until 12-month trailing information (commencing with the quarter
ending [______], 20[__]) is available by the Master Servicer and such updated report shall be delivered to the Trustee, the Certificate
Administrator, the Operating Advisor, the Directing Certificateholder and any related Serviced Companion Loan Noteholder in the
calendar month following receipt by the Master Servicer of such updated trailing or year-to-date operating statements and related
rent rolls for such Mortgaged Property.


The Special Servicer
shall pursuant to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required of it
pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.






    	 	-239-	 



     


    


(e)               
In connection with their servicing of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced REO Properties,
the Master Servicer and the Special Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate
Administrator, written notice of any event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property
that the Master Servicer or the Special Servicer, respectively, determines, in accordance with the Servicing Standard, would have
a material adverse effect on such Mortgage Loan or Serviced REO Property, which notice shall include an explanation as to the reason
for such material adverse effect.


(f)               
The Master Servicer or the Special Servicer, as applicable, shall make available to the Controlling Class Representative
and the Loan Specific Directing Certificateholder (only with respect to the AB Whole Loan for so long as no Loan Specific Control
Appraisal Event exists) copies of all rent rolls, operating statements and financial statements actually provided by each Borrower,
including any monthly or quarterly statements or rent rolls, within 15 Business Days of receipt.


(g)              
On or before 2:00 p.m. Central Time on each Determination Date, the Special Servicer shall deliver, or cause to be delivered,
to the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor,
the Controlling Class Representative or any Rating Agency, to such requesting party, the CREFC® Special Servicer
Loan File with respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing the
required information as of the Determination Date (or, upon the reasonable request of any Master Servicer, data files in a form
acceptable to the Master Servicer), which CREFC® Special Servicer Loan File shall include data, to enable
the Master Servicer to produce the CREFC® Supplemental Servicer Reports. Such reports or data shall be presented
in writing and in an electronic format acceptable to the Master Servicer.


(h)              
The Special Servicer shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee,
the Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class or any Rating Agency, to such requesting
party, without charge, the following materials for Specially Serviced Loans or Serviced REO Properties, as applicable, in each
case to the extent that such materials or the information on which they are based have been received by the Special Servicer:


(i)               
At least annually, on or before June 1 of each year, commencing in 20[__], with respect to each Specially Serviced
Loan and Serviced REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property
or Serviced REO Property as of the end of the preceding calendar year (initially year-end December 31, 20[__]) together with copies
of the operating statements and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of
the preceding calendar year (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees
to provide, such information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and
Serviced REO Properties, only to the extent requested by the Special Servicer) and for the current trailing 12 months, if available,
or year-to-date. The Special Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements
and related rent rolls






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with respect
to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.


(ii)               
Within 45 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property
relating to a Specially Serviced Loan or Serviced REO Property, a CREFC® NOI Adjustment Worksheet for such
Mortgaged Property or Serviced REO Property (with the annual operating statements attached thereto as an exhibit); provided,
that, with the consent of the Master Servicer, the Special Servicer may instead provide data files in a form acceptable to the
Master Servicer. The Special Servicer will use the “Normalized” column from the CREFC® NOI Adjustment
Worksheet to update the full year-end data on any CREFC® Operating Statement Analysis Report and will use
any operating statements received with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO
Property to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property.


Except with respect
to a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt of any such items
from any Rating Agency, the Special Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post
such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


The Special Servicer
shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing a Specially
Serviced Loan and each Serviced REO Property. The CREFC® Operating Statement Analysis Report for each Mortgaged
Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special Servicer and such updated
report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating statements for
each such Mortgaged Property; provided, that, the Special Servicer may instead provide data files in an electronic form
acceptable to the Special Servicer. The Special Servicer shall provide each such report to the Master Servicer in the then applicable
CREFC® format.


(i)                
If the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information
under any provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the
case may be, may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic
format or (y) making such statement, report or information available on the Master Servicer’s website, unless this Agreement
expressly specifies a particular method of delivery or such statement, report or information must be filed with the Commission
as contemplated in Article X; provided that all reports required to be delivered to the Certificate Administrator
shall be delivered in accordance with clause (x).


(j)                
The Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13
available each month on the Master Servicer’s website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, and has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master






    	 	-241-	 



     


    



Servicer. In connection
with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of
a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the
extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability,
use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage
that may arise therefrom.


(k)              
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within one Business Day following the Determination Date and the Master Servicer shall, to the extent it has received, deliver
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package, an electronic report which may include html, word or excel compatible format, clean and searchable
pdf. format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer (or Master
Servicer on its behalf) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the
Special Servicer or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable
Special Servicer Fees shall be required to be delivered if there are no Disclosable Special Servicer Fees for the related Collection
Period.


Section 3.14       
Access to Certain Documentation. (a) The Master Servicer and Special Servicer, as applicable, shall provide to any
Certificateholders and any Serviced Companion Loan Noteholders (and any registered holder or beneficial owner of Serviced Companion
Loan Securities) that are federally insured financial institutions, the Operating Advisor (but only if a Control Termination Event
has occurred and is continuing), the Directing Certificateholder (but only if no Consultation Termination Event has occurred),
the Federal Reserve Board, the FDIC and the OTS and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder
or Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Serviced Companion Loan Securities) is subject,
access to the documentation regarding the Mortgage Loans or the Whole Loans, as applicable, that it is servicing required by applicable
regulations of the Federal Reserve Board, FDIC, OTS or any such federal or state banking or regulatory authority, such access being
afforded without charge but only upon reasonable written request and during normal business hours at the offices of the Master
Servicer or Special Servicer, as applicable. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person
and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than
from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Certificate Administrator or the Custodian. In addition, upon reasonable
prior written notice to the Master Servicer or the Special Servicer, as the case may be, the Trustee, the Certificate Administrator,
the Operating Advisor (but only if a Control Termination Event has






    	 	-242-	 



     


    



occurred and is continuing),
the Depositor or their accountants or other representatives shall have reasonable access to review the documents, correspondence
and records in the possession of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged
Property and any Serviced REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer,
as the case may be. Nothing in this Section 3.14 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 Borrowers, and the failure of
the Master Servicer and Special Servicer to provide access as provided in this Section 3.14 as a result of such obligation
shall not constitute a breach of this Section 3.14.


(b)              
In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder,
Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Serviced Companion Loan Securities) or any
regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder (or any registered
holder or beneficial owner of Serviced Companion Loan Securities), the Master Servicer and the Special Servicer may each require
payment from such Certificateholder or Serviced Companion Loan Noteholder (or registered holder or beneficial owner of Serviced
Companion Loan Securities) (to the extent permitted in the related Intercreditor Agreement) 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 under
applicable law. In connection with providing Certificateholders or Serviced Companion Loan Noteholders (or any registered holder
or beneficial owner of Serviced Companion Loan Securities) access to the information described in the preceding paragraph the Master
Servicer and the Special Servicer, as applicable, may 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
or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion Loan Securities) or a
regulator or governmental body and will keep such information confidential.


(c)               
Upon the reasonable request of any Certificateholder [or RR Interest Owner] identified to the Master Servicer to the Master
Servicer’s reasonable satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion
Loan Noteholder, registered holder or beneficial owner of Serviced Companion Loan Securities), the Master Servicer may provide
(or forward electronically) (at the expense of such Certificateholder, Serviced Companion Loan Noteholder, [RR Interest Owner]
or registered holder or beneficial owner of Serviced Companion Loan Securities) copies of any appraisals, operating statements,
rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is a Holder
of Certificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion Loan
Securities) or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information
confidential and will use such information only for the purpose of analyzing asset performance






    	 	-243-	 



     


    



and evaluating any
continuing rights the Certificateholder [or RR Interest Owner] may have under this Agreement.


(d)              
The 17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification
to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at [EMAIL
ADDRESS] (or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto)
in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “[NAME OF ISSUING ENTITY]” and an identification of the type of information
being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties
hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial
(provided, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then
the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly
deliver the subject information in such format):


(i)               
any waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


(ii)               
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of this
Agreement and notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;


(iii)               
any Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e) of this Agreement;


(iv)               
any environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;


(v)               
any annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11
and Section 10.12 of this Agreement;


(vi)               
any annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of
this Agreement;


(vii)               
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


(viii)               
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
a Rating Agency Confirmation from any Rating Agency as set forth in the definition of “Rating Agency Confirmation”
pursuant to Section 3.30 of this Agreement;


(ix)               
copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer,
Certificate Administrator or Trustee;






    	 	-244-	 



     


    





(x)               
any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30
of this Agreement;


(xi)               
any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by
the successor Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of
this Agreement;


(xii)               
any notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;


(xiii)               
any notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.03 of this Agreement;


(xiv)               
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09
of this Agreement;


(xv)               
any notice of the merger or consolidation of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer pursuant to Section 6.02 of this Agreement;


(xvi)               
any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 12.08
of this Agreement;


(xvii)               
any notice or other information provided by the Master Servicer pursuant to Section 12.07 of this Agreement;


(xviii)               
any summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(f)
of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency the communication
was with;


(xix)               
the Rating Agency Q&A Forum and Document Request Tool; and


(xx)               
such information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format
within fifteen (15) days of the Closing Date.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a link to which shall
be provided on the Depositor’s website at [_____] or such other website as the Depositor may notify the parties hereto
in writing). Information will be posted on the same Business Day of receipt provided that such information is received by 12:00 p.m.
(eastern time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation
or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the
transaction, or otherwise is or is not anything other than what it purports to be or whether such information (other than (solely
with respect to the 17g-5 Information Provider’s obligation to post such information) the information set forth in clauses
(i) through (xix) above) is required to be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement






    	 	-245-	 



     


    



or Rule 17g-5.
If any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s
Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained
actual knowledge of any information only by receipt and posting to the 17g-5 Information Provider’s Website. Access will
be provided by the 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification
in the form of Exhibit Z hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to [EMAIL ADDRESS]
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto).


Upon request of the
Depositor or the Rating Agencies (through the Rating Agency Q&A Forum and Document Request Tool) or if otherwise required under
this Agreement, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information
requested by the Depositor (including any pre-closing material from the Depositor’s Rule 17g-5 website) or the Rating Agencies
or if otherwise required under this Agreement to the extent such information is delivered to the 17g-5 Information Provider electronically
in accordance with this Section 3.14 of this Agreement. In no event shall any party to this Agreement disclose on the
17g-5 Information Provider’s Website which Rating Agency requested such additional information.


The 17g-5 Information
Provider shall provide a mechanism to notify each NRSRO each time a document is posted to the 17g-5 Information Provider’s
Website.


The 17g-5 Information
Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency
Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website,
where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator relating to the Distribution Date
Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available
pursuant to this Section 3.14(d), the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Mortgaged Properties
or submit inquiries 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 pursuant to Section 3.31, whether or not
referenced in such Operating Advisor Annual Report, (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of an Inquiry
for the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Inquiry to the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer, as
applicable, and in the case of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the related
Other Pooling and Servicing Agreement, in each case within a commercially reasonable period following receipt thereof. Following
receipt of an Inquiry or request relating to the subject matters described in clauses (i) or (iii) above, 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 Certificate Administrator, the Operating Advisor,
Master Servicer or Special Servicer shall be by email to






    	 	-246-	 



     


    



the 17g-5 Information
Provider. The 17g-5 Information Provider 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 (or reports, as applicable) to the 17g-5 Information Provider’s
Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link
on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer
or the Special Servicer determines, in its respective sole discretion, that (i) the question is beyond the scope outlined
above, (ii) answering any Inquiry would not be in the best interests of the Trust[, the RR Interest Owner] and/or the Certificateholders
or would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Loan Documents, (iii) answering
any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or answering such inquiry is otherwise not advisable or (iv) (A) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith,
in the case of the Certificate Administrator or the Operating Advisor) that the performance of such duties or the payment of such
costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Operating Advisor, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Inquiry and, in the case of the
Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the 17g-5
Information Provider, and the 17g-5 Information Provider shall post such Inquiry on the Rating Agency Q&A Forum and Document
Request Tool together with a statement that such Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee or any of their respective Affiliates and no such party shall have any responsibility or liability for the content
of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
communications between the 17g-5 Information Provider and any Person which are not submitted via the 17g-5 Information Provider’s
Website.


In connection with
providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, the Certificate
Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate
Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such
information being made available, and assume no responsibility for such information; provided that it is acknowledged and
agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information solely
by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website. The
17g-5 Information Provider shall not be liable for its failure to make any information available to the






    	 	-247-	 



     


    



NRSROs unless such
information was delivered to the 17g-5 Information Provider at the email address set forth herein in an electronic format readable
and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading of “[NAME
OF ISSUING ENTITY]” and sufficient detail to indicate that such information is required to be posted on the 17g-5 Information
Provider’s Website; provided, if such information is not in electronic format readable and uploadable (that is not
locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon
such party shall promptly deliver the subject information in such format.


The 17g-5 Information
Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure of any other
party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website or for any
errors or defects in the information supplied by any such party.


The 17g-5 Information
Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be limited to the
specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations or warranties as to
the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.


With respect to each
Non-Serviced Mortgage 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 a Non-Serviced Mortgage Loan Service Provider, all reports, statements, documents, notices and other information it receives
in respect of such Non-Serviced Mortgage Loan that such party would otherwise have been required to be submitted to the 17g-5 Information
Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information
Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance with this
Agreement.


(e)               
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information identified
in Section 3.14(d) of this Agreement relating to the Mortgage Loans or Whole Loans, the Mortgaged Properties or the
related Borrowers, for review by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor
Certification in accordance with this Section 3.14, the related Serviced Companion Loan Noteholder (if any), the Directing
Certificateholder and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such
additional information is simultaneously or previously delivered to the 17g-5 Information Provider in accordance with the provisions
of Section 3.14(d) of this Agreement, who shall post such additional information on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.14(d) of this Agreement), in each case, except to the extent
doing so is prohibited by this Agreement, applicable law or by the related Loan Documents. Each of the Master Servicer and the
Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems
appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor,
enter into an Investor Certification or other confidentiality agreement acceptable to the Master Servicer or the Special Servicer,
as the case may be, and (B) acknowledge that the Master






    	 	-248-	 



     


    



Servicer or the Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.14(e) to current or prospective Certificateholders the form of confidentiality agreement
used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder (or a
licensed or registered investment advisor acting on behalf of such Certificateholder), an Investor Certification executed by the
requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that
such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any
other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other
Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein (or a licensed or registered investment
advisor acting on behalf of such prospective purchaser), an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


Neither the Master
Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by
others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or
have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source
for such information and (ii) such failure to deliver complete and accurate information is by reason of such party’s
willful misconduct, bad faith, fraud and/or negligence.


In connection with
the delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information,
report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall
notify the Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has been
posted to the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable, may, but
is not obligated to, send such information report, notice or other document to the applicable Rating Agency or Rating Agencies
following the earlier of (a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days following delivery
to the 17g-5 Information Provider.


(f)               
The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding
any






    	 	-249-	 



     


    



Mortgage Loan, Serviced
Whole Loan, any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property; provided
that such party summarizes the information provided to the Rating Agencies in such communication and provides the 17g-5 Information
Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with the procedures set forth
in Section 3.14(d) of this Agreement the same day such communication takes place; provided that the summary
of such oral communications shall not attribute which 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 3.14(d)
of this Agreement.


(g)              
None of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer or (iii) such Rating Agency's or NRSRO’s evaluation of the Master
Servicer's, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer's, as applicable, servicing operations
in general; provided, that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Borrower, property and other
deal specific identifiers are redacted; or (y) such information has already been provided to the 17g-5 Information Provider
and has been uploaded on to the 17g-5 Information Provider's Website.


(h)              
The costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any other party hereto shall not be Additional Trust Fund Expenses.


Section 3.15       
Title and Management of REO Properties and REO Accounts.  
(a) If title to any Mortgaged Property (other than with respect to a Non-Serviced Mortgage Loan) is acquired for the benefit of
Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) 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 the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and
otherwise in the name of the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee,
on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders). The
Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan
Noteholders), shall dispose of any Serviced REO Property prior to the close of the third calendar year following the year in which
the Trust Fund acquires ownership of such Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the
Special Servicer on behalf of the Lower-Tier REMIC or Loan Specific REMIC, as applicable, has applied for an extension of such
period






    	 	-250-	 



     


    



pursuant to Sections 856(e)(3)
and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such Serviced REO Property within the applicable
extension period or if the Special Servicer has applied for extension as provided in this clause (i) but such
request has not yet been granted or denied, the additional time specified in such request, or (ii) the Special Servicer seeks
and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced
Whole Loan, such expenses shall be allocated in accordance with the allocation provisions set forth in the related Intercreditor
Agreement and, in the case of the AB Whole Loan, such expenses shall be allocated first, to the [LOAN SPECIFIC CLASS] Certificates
(and the Class L[___] Interest and the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, pro rata (based on Stated Principal
Balance) to the extent such expense remains unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC CLASS]-P Regular Interest)),
addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Trust Fund
of such Serviced REO Property for an additional specified period will not cause such Serviced REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding, in
which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion
of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced
Companion Loan Noteholders), shall dispose of any Serviced REO Property held by the Trust Fund prior to the last day of such period
(taking into account extensions) by which such Serviced REO Property is required to be disposed of pursuant to the provisions of
the immediately preceding sentence in a manner provided under Section 3.16 hereof. In the case of the Trust Fund’s
beneficial interest in any REO Property acquired by the Other Trustee pursuant to an Other Pooling and Servicing Agreement, the
Special Servicer shall coordinate with the Other Special Servicer with respect to any REO extension on behalf of the Trust Fund.
The Special Servicer shall manage, conserve, protect and operate each Serviced REO Property for the Certificateholders (and, in
the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) solely for the purpose of its prompt disposition
and sale in a manner which does not cause such Serviced REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of
the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust Fund of any
income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property.


(b)              
The Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent with
the manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any
of its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders[,
the RR Interest Owner] and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders and, in connection
therewith, the Special Servicer shall agree to the payment of management fees that are consistent with general market standards.
Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such Serviced REO Property
any “net income from foreclosure property,” within the meaning of Section 860G(c) of the Code, which is






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subject to tax under
the REMIC Provisions, only if it has determined, and has so advised the Trustee and 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, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) than an alternative method of operation
or rental of such Serviced 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 Serviced REO Property separate and apart from its own
funds and general assets and shall establish and maintain with respect to any Serviced REO Property a segregated custodial account
(each, an “REO Account”), each of which shall be an Eligible Account and shall be entitled “[NAME OF SPECIAL
SERVICER], as Special Servicer, on behalf of [NAME OF TRUSTEE], as Trustee, for the benefit of the Holders [and the RR Interest]
of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates and the related Serviced Companion Loan Noteholders REO
Account,” to be held for the benefit of the Certificateholders [and the RR Interest Owner] and the related Serviced Companion
Loan Noteholders. 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 REO Proceeds in the REO Account or the applicable Serviced Whole Loan REO Account within
one Business Day after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management
and maintenance of such Serviced REO Property and for other Property Protection Expenses with respect to such Serviced REO Property,
including:


(i)               
all insurance premiums due and payable in respect of any Serviced REO Property;


(ii)               
all real estate taxes and assessments in respect of any Serviced 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 Serviced REO
Property including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and


(iv)               
any taxes imposed on the Loan Specific REMIC or the Lower-Tier REMIC, as applicable, in respect of net income from foreclosure
property in accordance with Section 4.05, and with respect to a Serviced Whole Loan (other than the AB Whole Loan),
such expenses shall be allocated pro rata to the Mortgage Loan and any related Serviced Companion Loans based on each loan’s
Stated Principal Balance and only to the extent any such Serviced Companion Loan is included in a REMIC and, with respect to the
AB Whole Loan, such expenses shall be allocated (subject to the terms of the related Intercreditor Agreement) first, to the [LOAN
SPECIFIC CLASS] Certificates (and the Class L[_____] Interest and the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, pro
rata (based on Stated Principal Balance) to the extent such expense remains unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC
CLASS]-P Regular Interest) and, to the extent any such AB Whole Loan is included in a REMIC, the AB Mortgage Loan.






    	 	-252-	 



     


    


To the extent that
such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master Servicer shall
make such Advance unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard, that
such Servicing Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing insurance premiums
or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in Section 3.21(d)
of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent the Trustee has actual
knowledge of the Master Servicer’s failure to make such Advance, shall make such Advance, unless in each case, the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would be a Nonrecoverable Advance. The
Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the Master Servicer, as applicable,
that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when making an independent determination 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 Reimbursement Rate) made pursuant to the
preceding sentence, to the extent permitted by Section 3.06 of this Agreement. The Special Servicer shall withdraw
from each REO Account or Serviced Whole Loan REO Account, as applicable, and remit to the Master Servicer for deposit into the
Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on a monthly basis prior to or on the
related Due Date the Net REO Proceeds received or collected from each Serviced REO Property, except that in determining the amount
of 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 any New Lease to be entered into, renewed or extended, if the New Lease by its terms will give rise to any income
that does not constitute Rents from Real Property;


(ii)               
permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real
Property;


(iii)               
authorize or permit any construction on any Serviced 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 became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or


(iv)               
Directly Operate or allow any Person to Directly Operate any Serviced 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, the Certificate Administrator and
the Trustee (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Whole Loan with a Serviced Companion
Loan (other than with respect to the AB Whole Loan), such expense shall be






    	 	-253-	 



     


    



allocated in accordance with the allocation
provisions of the related Intercreditor Agreement and, with respect to the AB Whole Loan, such expenses shall be allocated (subject
to the terms of the related Intercreditor Agreement) first, to the [LOAN SPECIFIC CLASS] Certificates (and the Class L[___] Interest
and the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, pro rata (based on Stated Principal Balance) to the extent
such expense remains unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC CLASS]-P Regular Interest)) to the effect that such
action will not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of
the Code) 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, in the case of the Serviced Whole Loans, such expense shall be allocated in accordance with the allocation provisions of
the related Intercreditor Agreement) and payable out of REO Proceeds, for the operation and management of any Serviced 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 Serviced REO Property other
than through an Independent Contractor shall not cause such Serviced REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust Fund, and in the case
of a Serviced Whole Loan (other than the AB Whole Loan), such expense shall be allocated in accordance with the allocation provisions
of the related Intercreditor Agreement) and, with respect to the AB Whole Loan, such expenses shall be allocated (subject to the
terms of the related Intercreditor Agreement) first, to the [LOAN SPECIFIC CLASS] Certificates (and the Class L[___] Interest and
the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, pro rata (based on Stated Principal Balance) to the extent such
expense remains unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC CLASS]-P Regular Interest), 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 Serviced 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 30 days following the receipt thereof by such Independent Contractor;


(iii)               
none of the provisions of this Section 3.15(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,
the Trustee on behalf of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Noteholders,
with respect to the operation and management of any such Serviced REO Property; and






    	 	-254-	 



     


    


(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 Serviced 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)               
Promptly following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund,
the Special Servicer shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain
an Updated Valuation thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special
Servicer has no actual knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard,
would call into question the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO
Property and shall notify the Depositor and the Master Servicer and with respect to a Serviced Whole Loan, the holder of the related
Companion Loan, if any, and of the results of such Updated Valuation. Any such Updated Appraisal shall be conducted in accordance
with Appraisal Institute standards and the cost thereof shall be an expense of the Trust Fund and allocated to the Classes of Sequential
Pay Certificates (other than any Exchangeable Certificates) and any Class [PEZ] Regular Interests (and, correspondingly, the Exchangeable
Certificates) in the following order, in each case until the Certificate Balance of such Class of Certificates or such Regular
Interest is reduced to zero: first, to the Class [__] Certificates; second, to the Class [__] Certificates; third,
to the Class [__] Certificates; fourth, to the Class [__] Certificates; fifth, to the Class [__] Certificates; sixth,
to the Class [__] Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro
rata based on their respective Tranche Percentage Interest in the Class [__] Regular Interest); seventh, to the Class
[__] Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based
on their respective Tranche Percentage Interests in the Class [__] Regular Interest); eighth, to the Class [__] Regular
Interest (and correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based on their
respective Tranche Percentage Interests in the Class [__] Regular Interest); and then to the Class [__], Class [__], Class
[__], Class [__] and Class [__] Certificates, pro rata based on their respective Certificate Balances. In the case of a
Serviced Whole Loan such expenses shall be allocated in accordance with the allocation provisions set forth in the related Intercreditor
Agreement. The Special Servicer shall obtain a new Updated Valuation or a letter update every 9 months thereafter until the Serviced
REO Property is sold.


In the case of the
AB Whole Loan, such expenses shall be allocated (subject to the terms of the related Intercreditor Agreement) first, to the [LOAN
SPECIFIC CLASS] Certificates (and the Class L[___] Interest and the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, pro
rata (based on Stated Principal Balance) to the extent such expense remains unpaid, to the AB Mortgage Loan (and the Class
L[___] Interest and the [LOAN SPECIFIC CLASS]-P Regular Interest).


(d)              
In the case of the AB Whole Loan, such expenses shall be allocated first, to the [LOAN SPECIFIC CLASS] Certificates (and
corresponding Class L[___] Interest and the






    	 	-255-	 



     


    



[LOAN SPECIFIC CLASS]-NP
Regular Interest) and then, to the extent such expense remains unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC CLASS]-P
Regular Interest).


When and as necessary,
the Special Servicer shall send to the Certificate Administrator 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 Serviced REO Property in accordance with Sections 3.15(a)
and 3.15(b) of this Agreement.


(e)               
Upon the disposition of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer
shall calculate the Gain-on-Sale Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if any, realized
in connection with such sale.


Section 1.11       
Sale of Specially Serviced Loans and REO Properties. (a) The parties hereto may sell or purchase, or permit the sale
or purchase of, a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e)
and Section 9.01 of this Agreement or in an applicable Intercreditor Agreement.


(b)              
If the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the
Certificateholders[, the RR Interest Owner] and, in the case of a Serviced Whole Loan, the Certificateholders and the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan and with respect to the AB Whole Loan, taking into account the
subordinate nature of the Trust Subordinate Companion Loan) to attempt to sell a Defaulted Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan, the Special Servicer shall use reasonable efforts to solicit offers for
each such Defaulted Mortgage Loan on behalf of the Certificateholders and, if applicable, the related Serviced Companion Loan Noteholders
in such manner as will be reasonably likely to realize a fair price. In the case of a Non-Serviced Mortgage Loan, to the extent
that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the Other Special Servicer
for the related Non-Serviced Whole Loan and, if permitted under the related Intercreditor Agreement, the Special Servicer shall
sell (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
[and after consultation with the Risk Retention Consultation Party] such Non-Serviced Mortgage Loan if it determines in accordance
with the Servicing Standard that such action would be in the best interests of the Certificateholders [and the RR Interest Owner].
The Special Servicer shall accept the first cash offer received from any Person that constitutes a fair price for such Defaulted
Mortgage Loan. Subject to Section 3.16(k), if the Special Servicer receives more than one cash offer that constitutes a
fair price for such Defaulted Mortgage Loan during the period designated by the Special Servicer for receipt of offers, the Special
Servicer shall accept the highest price.






    	 	-256-	 



     


    


The Special Servicer
shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Directing Certificateholder, not less than ten Business Days’ prior written notice of its intention to sell any such
Defaulted Mortgage Loan, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any such Defaulted Mortgage Loan pursuant to this Agreement.


(c)               
Whether any cash offer constitutes a fair price for such Defaulted Mortgage Loan, as the case may be, 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 no offer from an Interested Person shall constitute a fair price [unless
(i) the offer is equal to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at
least two other offers are received from independent third parties; provided, however, that no offer from an Interested Person
shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from
independent third parties]. In determining whether any offer received from an Interested Person represents a fair price for any
such Defaulted Mortgage 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 narrative
appraisal prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the Special Servicer or an Affiliate
of the Special Servicer is not making an offer with respect to such Defaulted Mortgage Loan, (ii) by the Master Servicer if the
Special Servicer is making such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii) the Operating
Advisor if the Master Servicer and Special Servicer are Affiliates and the Special Servicer is making an offer. The cost of any
such Updated Appraisal or narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In addition,
the Trustee shall be permitted to retain, at the expense of the related Interested Person, an independent third party to determine
such fair price and will be permitted to conclusively rely on the opinion of such third party’s determination. Any costs
and fees of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be reimbursable
by such Interested Person.


In determining whether
any offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage 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 Mortgage Loan, any appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of the Delinquency on such Defaulted Mortgage Loan, the period and amount
of the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where
the Mortgaged Property is located, the expected recovery from such Defaulted Mortgage Loan if the Special Servicer were to pursue
a workout strategy, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.


In addition, the Special
Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage File; provided
that the Special Servicer






    	 	-257-	 



     


    



shall take account
of any change in circumstances regarding the related Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property
reflected in the most recent related Appraisal. Furthermore, the Special Servicer may consider available objective third party
information obtained from generally available sources, as well as information obtained from vendors providing real estate services
to the Special Servicer, concerning the market for distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Special Servicer may, to the extent it is reasonable to do
so in accordance with the Servicing Standard, conclusively rely on any opinions or reports of qualified Independent experts in
real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in loans similar
to the subject Specially Serviced Loan, selected with reasonable care by the Special Servicer, in making such determination. All
reasonable costs and expenses incurred by the Special Servicer pursuant to this Section 3.16(c) shall constitute, and
be reimbursable as, Servicing Advances. The other parties to this Agreement shall cooperate with all reasonable requests for information
made by the Special Servicer in order to allow the Special Servicer to perform its duties pursuant to this Section 3.16(c).


The Purchase Price
(which, in connection with the administration of a Defaulted Mortgage Loan related to a Serviced Whole Loan, shall be construed
and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any such
Defaulted Mortgage Loan shall in all cases be deemed a fair price.


(d)              
Subject to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other
action necessary or appropriate in connection with the sale of any such Defaulted Mortgage Loan, and the applicable collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account 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 REO Account the Collection Account
or, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of such Defaulted Mortgage
Loan shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those
representations and warranties typically given in such transactions, any prorations 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, the Asset Representations Reviewer or the Trustee shall have
any liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.


(e)               
Any sale of such Defaulted Mortgage Loan shall be for cash only.


(f)               
The parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and
subject to the conditions set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor
Agreement.






    	 	-258-	 



     


    


(g)              
The Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders in such manner as will be reasonably
likely to realize a fair price within the time period provided for by Section 3.15(a) of this Agreement. The Special
Servicer (with the consent of the Directing Certificateholder) shall accept the first cash offer received from any Person that
constitutes a fair price for such Serviced REO Property. Subject to Section 3.16(k), if the Special Servicer receives more
than one cash offer that constitutes a fair price for such Serviced REO Property during the period designated by the Special Servicer
for receipt of offers, the Special Servicer shall accept the highest price. If the Special Servicer determines, in its good faith
and reasonable judgment, that it will be unable to realize a fair price for any Serviced REO Property within the time constraints
imposed by Section 3.15(a) of this Agreement, then the Special Servicer (with the consent of the Directing Certificateholder)
shall dispose of such Serviced 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 of from whom received.


The Special Servicer
shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Directing Certificateholder, not less than ten Business Days’ prior written notice of its intention to sell any Serviced
REO Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of
its Affiliates may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.


(h)              
Whether any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, 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 no offer from an Interested Person shall constitute a fair price unless it
is the highest offer received. In determining whether any offer received from an Interested Person represents a fair price for
any such Serviced 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 narrative
appraisal prepared by an Independent MAI appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of
the Special Servicer is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special Servicer
is making such an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee
shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any offer from a Person other than
an Interested Person constitutes a fair price for any such Serviced 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 Serviced REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the
period and amount of the occupancy level and physical condition of the Mortgaged Property or Serviced REO Property, the state of
the local economy and the obligation to dispose of any Serviced REO Property within the time period specified in Section 3.15(a)
of this Agreement. The Purchase Price (which, in connection with the administration of a Serviced






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REO Property related
to a Serviced Whole Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a single
Mortgage Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price. In addition, the Trustee shall
be permitted to retain, at the expense of the related Interested Person, an independent third party to determine such fair price
and will be permitted to conclusively rely on the opinion of such third party’s determination. Any costs and fees of the
Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be reimbursable by such
Interested Person.


(i)                
Subject to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit
of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating
and taking any other action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable
collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own
account 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, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of a Serviced
REO Property shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed
by those representations and warranties typically given in such transactions, any prorations 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 or the Trustee shall have any liability to any Certificateholder or Serviced Companion Loan
Noteholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(j)                
Any sale of a Serviced REO Property shall be for cash only.


(k)              
Notwithstanding any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated
to accept the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection
of such offer would be in the best interests of the Certificateholders[, the RR Interest Owner] and, in the case of a Serviced
Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), and the Special Servicer may accept
a lower cash offer (from any Person other than itself or its 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 the RR Interest Owner] (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) and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan).






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(l)                
With respect to each defaulted Serviced Companion Loan, the Special Servicer shall generally have the right to sell such
defaulted Serviced Companion Loan together with the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement
as if such Mortgage Loan and Serviced Companion Loans were one whole loan on behalf of the Certificateholders and the related Serviced
Companion Loan Noteholders. The Special Servicer shall provide notice and other information required under the related Intercreditor
Agreement to the applicable Other Special Servicer as soon as practicable following its decision to attempt to sell, and prior
to commencement or marketing of, any Serviced Companion Loan.


Section 3.17       
Additional Obligations of the Master Servicer and the Special Servicer; Inspections. (a) The Master Servicer (at
its own expense) (or, with respect to Specially Serviced Loans and Serviced REO Properties, the Special Servicer) shall inspect
or cause to be inspected each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that it is
servicing at such times and in such manner as is consistent with the Servicing Standard, but in any event shall inspect each Mortgaged
Property with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged Property, having
an Allocated Loan Amount) of (A) $[2,000,000] or more at least once every [12] months (commencing in 20[__]) and (B) less
than $[2,000,000] at least once every [24] months (commencing in 20[__]), (or, in each case, at such decreased frequency as each
Rating Agency shall have provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities,
if any); provided, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12)
months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection,
the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall
inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially
Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The reasonable cost
of each such inspection performed in accordance with the Servicing Standard by the Special Servicer shall be paid by the Master
Servicer as a Servicing Advance; provided, that if such Advance would be a Nonrecoverable Advance, then the cost of such
inspections shall be an expense of the Trust payable out of general collections. With respect to a Serviced Whole Loan, the costs
described in the preceding sentence above that relate to the applicable Serviced Whole Loan shall be paid out of amounts on deposit
in the Serviced Whole Loan Collection Account related to such Serviced Whole Loan (allocated in accordance with the expense allocation
provision of the related Intercreditor Agreement). If funds in the applicable Serviced Whole Loan Collection Account relating to
a Serviced Whole Loan are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Account; provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders. The Master Servicer or the Special Servicer,
as applicable, shall prepare a written report of the inspection describing, among other things, the condition of and any damage
to the Mortgaged Property securing a Mortgage Loan that it is servicing and specifying the existence of any material vacancies
in such Mortgaged Property, any sale, transfer






    	 	-261-	 



     


    


or abandonment of
such Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property,
or any visible material waste committed on applicable Mortgaged Property. The Master Servicer or Special Servicer, as applicable,
shall send such reports to the 17g-5 Information Provider (who shall promptly post such reports to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), the related Other 17g-5 Information Provider (if any) and,
upon request, to the Underwriters and the Initial Purchasers within 20 days of completion of the inspection report, each inspection
report.


(b)              
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, the
Master Servicer (or the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights,
in accordance with the Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement,
if any.


(c)               
If, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or a previously
Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions such that
the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid through
and including the last day of the interest accrual period occurring following the date of such prepayment) or Serviced Pari Passu
Companion Loan, the Master Servicer accepts a voluntary Principal Prepayment (other than (i) in connection with the payment
of insurance proceeds or condemnation proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with
the terms of the related Loan Documents and such failure caused the shortfall, (ii) subsequent to a default under the related
Loan Documents if the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard,
(iii) at the request of or with the consent of the Special Servicer or, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder, or (iv) pursuant to applicable law or a court order) resulting in a Prepayment
Interest Shortfall, then the Master Servicer shall deliver to the Certificate Administrator on each Master Servicer Remittance
Date for deposit in the Lower-Tier Distribution Account (or, in the case of a Prepayment Interest Shortfall with respect to a Serviced
Pari Passu Companion Loan, remit to the holder of the Serviced Companion Loan a pro rata portion of the following amount
allocated to that Serviced Whole Loan)), without any right of reimbursement therefor, a cash payment (the “Compensating
Interest Payment”), in an amount equal to the lesser of (x) the aggregate amount of those above described Prepayment
Interest Shortfalls incurred in connection with such voluntary Principal Prepayments received in respect of the Mortgage Loans
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) or Serviced Companion Loans (other than a Non-Serviced Mortgage
Loan or a Specially Serviced Loan) for the related Distribution Date, and (y) the aggregate of (A) the portion of its
Master Servicing Fee (calculated for this purpose at [___]% ([___] basis points per annum)) that is being paid in such Collection
Period with respect to the Mortgage Loans or Serviced Companion Loans serviced by it (other than a Non-Serviced Mortgage Loan or
a Specially Serviced Loan), (B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage
Loans or Serviced Companion Loans (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) 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






    	 	-262-	 



     


    


respect to the Mortgage
Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment; provided that
if any Prepayment Interest Shortfall occurs with respect to any Mortgage Loan as a result of the Master Servicer’s failure
to enforce the related Loan Documents (other than in connection with (a) a Specially Serviced Loan, (b) a Non-Serviced Mortgage
Loan, (c) a previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment
restriction such that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the
amount prepaid through and including the last day of the interest accrual period occurring following the date of such prepayment
or (d) the circumstances covered in clauses (i), (ii), (iii) or (iv) above), the Master Servicer shall be required to pay an amount
equal to the entire Prepayment Interest Shortfall with respect to that Mortgage Loan. The Master Servicer’s obligation to
pay the Compensating Interest Payment, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls against those amounts, shall not be cumulative. [No Compensating Interest Payment shall be required to be made by the
Master Servicer in respect of the Mortgage Loan Seller Strip.]


(d)              
The Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that
is secured by the interest of the related Borrower under a ground lease (or, with respect to a leasehold interest that is a space
lease or an air rights lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the
Closing Date notify the related ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant
to this Agreement and inform such ground lessor that any notices of default under the related ground lease (or, with respect to
a leasehold interest that is a space lease or an air rights lease, the related space lease or air rights lease) should thereafter
be forwarded to the Master Servicer.


(e)               
The Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents,
not apply any funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in the form of a holdback, earnout
reserve, cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an
event of default or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Whole Loan. Prior to
an event of default or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence
shall be held by the Master Servicer as additional collateral for the related Mortgage Loan or Serviced Whole Loan.


Section 3.18       
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 a corporation 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.


Any corporation into
which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation






    	 	-263-	 



     


    


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,
the Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate the agency of the Authenticating
Agent by giving written notice of termination to the Authenticating Agent, the Depositor and the Master Servicer. 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 3.18, the Certificate Administrator may 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 3.18.


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, as applicable.


Section 3.19       
Appointment of Custodians. The Certificate Administrator shall be the initial Custodian hereunder. The Certificate
Administrator may appoint one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee
and otherwise perform the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian
who is not the Depositor. The Certificate Administrator 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. The Certificate Administrator
shall not be liable for any act or omission of the Custodian under the Custodial Agreement. 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 “[___]” from [___], “[___]” from [___], “[___]”
from [___] (or, if not rated by [___], an equivalent (or higher) rating by any two other NRSROs) and, if rated by [___], an equivalent
rating from [___]. Each Custodial Agreement may be amended only as provided in Section 12.08 of this Agreement. Any compensation
paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. If the Custodian is an entity other
than the Certificate Administrator, the Custodian shall maintain a fidelity bond in the form and amount that are customary for
securitizations similar to the securitization evidenced by this Agreement. The Custodian shall be deemed to have complied with
this provision if one of its 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






    	 	-264-	 



     


    



Agreement. All fidelity
bonds and policies of errors and omissions insurance obtained under this Section 3.19 shall be issued by a Qualified
Insurer.


Section 3.20       
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Master Servicer shall administer
each Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan
Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loans it is servicing.


Section 3.21       
Servicing Advances. (a) The Master Servicer (or, to the extent provided in Section 3.21(c) of this Agreement,
the Trustee) to the extent specifically provided for in this Agreement, shall make any Servicing Advances as and to the extent
otherwise required pursuant to the terms hereof with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) or
Serviced Whole Loans that it is servicing. For purposes of distributions to Certificateholders and compensation to the Master Servicer,
the Special Servicer or the Trustee, Servicing Advances shall not be considered to increase the Stated Principal Balance of any
such Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loans so provide.


(b)              
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less
than five Business Days’ written notice with respect to any Servicing Advance to be made on any Specially Serviced Loan,
before the date on which the Master Servicer is required to make such Servicing Advance with respect to such Specially Serviced
Loan or Serviced REO Loan; provided, that the Special Servicer shall be required to provide the Master Servicer with only
two Business Days’ written notice in respect of Servicing Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Servicing Advances required to make tax or insurance payments). If the Master Servicer or the
Trustee makes a Servicing Advance with respect to any Serviced Whole Loan then it shall provide written notice to the related Other
Servicer, Other Special Servicer and Other Trustee of the amount of such Servicing Advance with respect to such Serviced Whole
Loan as part of its monthly report following the making of such Servicing Advance.


(c)               
The Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event
within one Business Day after, becoming aware that it will be unable to make any Servicing Advance required to be made pursuant
to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Servicing Advance, the Person
to whom it is to be paid, and the circumstances and purpose of such Servicing Advance, and shall set forth therein information
and instructions for the payment of such Servicing Advance, and, on the date specified in such notice for the payment of such Servicing
Advance, or, if the date for payment has passed or if no such date is specified, then within five Business Days following such
notice, the Trustee, subject to the provisions of Section 3.21(d) of this Agreement, shall pay the amount of such Servicing
Advance in accordance with such information and instructions.


(d)              
The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information
in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may






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reasonably request
for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special Servicer
shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in
the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions
shall remain with the Master Servicer or Trustee, as applicable.


Notwithstanding anything
herein to the contrary, no Servicing Advance shall be required hereunder if the Person otherwise required to make such Servicing
Advance determines that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the
Master Servicer shall not make any Servicing Advance to the extent that it has received written notice that the Special Servicer
has determined (if no Consultation Termination Event has occurred, in consultation with the Directing Certificateholder) that such
Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In making such recoverability determination, such
Person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan (or the related
Serviced Whole Loan, as applicable) are a source of recovery not only for the Servicing Advance under consideration, but also as
a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is being or may be
deferred or delayed and (ii) consider (among other things) the obligations of the Borrower under the terms of the related
Mortgage Loan (or the related Serviced Whole Loan, as applicable) as it may have been modified, (iii) 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 (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer)
regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things)
future expenses and (v) estimate and consider (among other things) the timing of recoveries.


The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Servicing Advances. If an Appraisal
of the related Mortgaged Property shall not have been obtained within the prior 9 month period (and the Master Servicer and the
Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence)
or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good
faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master
Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the
expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the
allocation provisions of the related Intercreditor Agreement).






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Any determination
by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be, has made a Servicing
Advance that is a Nonrecoverable Servicing Advance or any determination by the Master Servicer, the Special Servicer or the Trustee
that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance shall be evidenced in the case
of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer delivered to the other, to the Trustee,
the Directing Certificateholder (but only if no Consultation Termination Event has occurred), the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor and, in the case
of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Certificateholder
(but only if no Consultation Termination Event has occurred), the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, any related Companion Loan holder(s), the Master Servicer and the Special Servicer, which in each case sets forth
such nonrecoverability determination and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements,
rent rolls, occupancy status, property inspections and other information used by the Master Servicer, the Special Servicer or the
Trustee, as applicable, to make such determination, together with any existing Appraisal or any Updated Appraisal); provided,
that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Servicing
Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Certificate Administrator,
the Directing Certificateholder (but only if no Consultation Termination Event has occurred), the Operating Advisor, the Asset
Representations Reviewer, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), notice of such determination. Any such determination shall be conclusive and binding on the Master Servicer,
the Special Servicer and the Trustee. Notwithstanding the foregoing, the Special Servicer shall have no obligation to make an affirmative
determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination by the Special
Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer.


Any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that a Servicing
Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special
Servicer) may obtain, at the expense of the Trust (and, in the case of a Serviced Whole Loan, such expense shall be allocated in
accordance with the allocation provisions of the related Intercreditor Agreement), any analysis, Appraisals or market value estimates
or other information for such purposes. Absent bad faith, any such determination as to the recoverability of any Servicing Advance
shall be conclusive and binding on the Certificateholders and the Serviced Companion Loan Noteholders.


Notwithstanding the
above, the Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination by the Master
Servicer and the Master Servicer, the Trustee and the Certificate Administrator shall be bound by any determination of the Special
Servicer that a Servicing Advance, if made, would be a Nonrecoverable Servicing Advance. The Trustee, in determining whether or
not a Servicing Advance previously made is,






    	 	-267-	 



     


    


or a proposed Servicing
Advance, if made, would be, a Nonrecoverable Servicing Advance shall use its reasonable judgment.


With respect to the
payment of insurance premiums and delinquent tax assessments, if the Master Servicer determines that a Servicing Advance of such
amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination to the Trustee,
the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master Servicer (with respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Loan) and the Special Servicer
(with respect to any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer)
whether the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders[, the RR Interest Owner] and, in the case of any Serviced Companion Loans, the related
Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion
Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer
determines that the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would
be in the best interests of the Certificateholders[, the RR Interest Owner] and, in the case of any Serviced Companion Loan, the
related Serviced Companion Loan Noteholder, the Special Servicer (in the case of a determination by the Special Servicer) shall
direct the Master Servicer in writing to make such payment and the Master Servicer shall make such payment, to the extent of available
funds, from amounts in the Collection Account or, if a Serviced Whole Loan is involved, from amounts in the applicable Serviced
Whole Loan Collection Account.


Notwithstanding anything
to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make
a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master
Servicer has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer to not make
such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or
being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or
the loss of any security for the related Mortgage Loan; provided that in each instance, the Master Servicer determines in
accordance with the Servicing Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the Certificate
Administrator) that making such expenditure is in the best interests of the Certificateholders[, the RR Interest Owner] and, in
the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The
Master Servicer may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund in accordance with Section 3.06
of this Agreement.






    	 	-268-	 



     


    


(e)               
The Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made
by any of them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, of this Agreement,
together with any related Advance Interest Amount in respect of such Servicing Advances, and the Master Servicer, the Special Servicer
and the Trustee each hereby covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from
the related Borrowers to the extent permitted by applicable law and the related Loan Documents.


The parties acknowledge
that, pursuant to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated to make Servicing
Advances with respect to the related Non-Serviced Mortgage Loan. The Other Servicer, the Other Special Servicer (to the extent
it has made an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable Other Pooling
and Servicing Agreement shall be entitled to reimbursement in accordance with Section 3.06(b) of this Agreement for
the pro rata portion (based on Stated Principal Balance) of the related Mortgage Loan (after amounts allocated to the related
Subordinate Companion Loan, if any) with respect to any Servicing Advance that is nonrecoverable (with, in each case, any pro
rata portion of accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement) in the manner
set forth in the Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.


With respect to any
Serviced Whole Loan, if the Master Servicer, the Special Servicer or Trustee, as applicable, determines that a proposed Servicing
Advance with respect to such Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to any such Mortgage
Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable,
shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement
with written notice of such determination, together with supporting evidence for such determination within two (2) Business Days
after such determination or such longer time period permitted by the applicable Intercreditor Agreement.


Section 3.22       
Appointment and Replacement of Special Servicer. (a) [NAME OF SPECIAL SERVICER] is hereby appointed as the initial
Special Servicer to service each Specially Serviced Loan.


(b)              
For so long as no Control Termination Event has occurred and is continuing [and subject to the right of the Operating Advisor
to recommend the termination of the Special Servicer and recommend a replacement Special Servicer and the right of the Certificateholders
to approve the replacement of the Special Servicer with such replacement Special Servicer pursuant to this Section 3.22(b),]
[APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST],
the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.05, Section 3.12
and Section 6.03(a) of this Agreement) and obligations of the Special Servicer under this Agreement, with or without
cause, and appoint a successor Special Servicer pursuant to Section 7.01(f) of this Agreement, upon ten (10) Business
Days’ notice to the Special Servicer, the Master Servicer, the Paying Agent, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee; provided that, with respect to any Serviced Whole Loan, the
related Directing Certificateholder’s right to terminate the rights and obligations of the Special Servicer under this






    	 	-269-	 



     


    


Agreement with respect
to such Serviced Whole Loan shall be subject to the limitations set forth in the related Intercreditor Agreement.


(c)               
[Reserved].


(d)              
[APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]
[If the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing
its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement
of the Special Servicer would be in the best interest of the Certificateholders [and the RR Interest Owner] as a collective whole,
the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written
recommendation setting forth the reasons supporting its position (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement special servicer; provided, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement and recommending a suggested
replacement special servicer, which shall satisfy the requirements set forth in Section 3.22(f). In such event, the Certificate
Administrator shall promptly post notice to all Certificateholders of such recommendation on the Certificate Administrator’s
Website, and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders
of Principal Balance Certificates evidencing at least a majority of a quorum (which, for this purpose is the Holders that (A) evidence
at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (B) consist of at least three
Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency
Confirmation from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor
special servicer recommended by the Operating Advisor by the Certificate Administrator following satisfaction of the foregoing
clause (i), the Trustee (upon receipt of written confirmation from the Certificate Administrator, if the Certificate Administrator
and the Trustee are different entities) shall (i) terminate all of the rights and obligations of the Special Servicer under this
Agreement and appoint such successor Special Servicer and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out of pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a replacement Special Servicer shall be an additional expense of the Trust . In the event that the Certificate
Administrator does not receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding
sentence within 180 days after the notice is posted to the Certificate Administrator’s website, then the Certificate Administrator
shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement
special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the
Special Servicer’s successor hereunder. Prior to the appointment of any replacement special servicer, such replacement special
servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special
Servicer’s successor hereunder. In the event the Special Servicer is terminated pursuant to this Section 3.22(d),
the Directing Holder






    	 	-270-	 



     


    



may not subsequently
reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof.]


(e)               
If a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Sequential
Pay Certificates and Class [PEZ] Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.07(i)
of this Agreement) of the Sequential Pay Certificates and Class [PEZ] Certificates requesting a vote to replace the Special Servicer
with a new special servicer designated in such written direction, (b) payment by such holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator
and the Trustee of a Rating Agency Confirmation from each Rating Agency with respect to the Certificates and, if such successor
Special Servicer shall also specially service a Serviced Whole Loan, any class of related Serviced Companion Loan Securities, the
Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice
on the Certificate Administrator’s Website, and by mail (or through the DTC system, as applicable), and conduct the solicitation
of votes of all Certificates in such regard. Subsequently, if a Control Termination Event has occurred and is continuing, upon
the written direction of (i) holders of Sequential Pay Certificates and Class [PEZ] Certificates evidencing at least 75% of
a Certificateholder Quorum of Certificates or (ii) holders of Non-Reduced Certificates evidencing more than 50% of the Voting
Rights of each Class of Non-Reduced Certificates (provided, that for purposes of such Voting Rights, the Class [__] Certificates
and the Class [PEZ] Component [___] shall be considered as if they together constitute a single “Class” of Sequential
Pay Certificates, the Class [__] Certificates and the Class [PEZ] Component [___] shall be considered as if they together constitute
a single “Class” of Sequential Pay Certificates, the Class [__] Certificates and the Class [PEZ] Component [___] shall
be considered as if they together constitute a single “Class” of Sequential Pay Certificates and the Holders of the
Class [PEZ] Certificates shall have the Voting Rights so allocated to the Class [PEZ] Components and no other Voting Rights), the
Trustee shall (x) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the
successor Special Servicer designated by such Certificateholders, provided such termination is subject to the terminated Special
Servicer's rights to indemnification, payment of outstanding fees and other compensation, reimbursement of advances and other rights
set forth in this Agreement which survive termination and (y) promptly notify such outgoing Special Servicer of the effective
date of such termination; provided that if such written direction is not provided within 180 days of the notice from
the Certificate Administrator of the request for a vote to terminate and replace the Special Servicer, then such written direction
shall have no force and effect. The reasonable fees and out-of-pocket costs associated with administering such vote shall be an
Additional Trust Fund Expense. The Certificate Administrator shall include on each Distribution Date Statement a statement that
each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each Certificateholder
and Certificate Owner may register to receive email 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.






    	 	-271-	 



     


    


(f)               
The Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement
or direction to terminate pursuant to Section 3.22(c) or Section 3.22(e) of this Agreement, so notify the
Certificate Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).
The termination of the Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22
shall not be effective until (i) the Trustee receives from each Rating Agency a Rating Agency Confirmation or, if such successor
Special Servicer shall also specially service a Serviced Whole Loan, a Serviced Companion Loan Rating Agency Confirmation, (ii) the
successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably
satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound
by the terms of this Agreement and (z) this Agreement will be enforceable against such replacement in accordance with its
terms, (iv) the replacement Special Servicer certifies that such replacement special servicer satisfies all related qualifications
set forth in the Intercreditor Agreement relating to such Serviced Companion Loan and (v) receipt by the Certificate Administrator
(with a confirmation of such receipt delivered to the Trustee) of notice and information required to be delivered by the successor
Special Servicer under Section 10.03 of this Agreement. Any successor Special Servicer shall make the representations and
warranties provided for in Section 2.04(b) of this Agreement mutatis mutandis. 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 or a current or
former Asset Representations Reviewer. Further, such successor shall be a Person that (i) satisfies all of the eligibility
requirements applicable to the special servicer contained in this Agreement, (ii) is not obligated or allowed to pay the Operating
Advisor any fees or otherwise compensate the Operating Advisor (x) 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 receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (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, [(v) is not a special servicer that has been
cited by [NAME OF RATING AGENCY] as having servicing concerns as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vi) currently has a special
servicer rating of at least [SPECIFIC MINIMUM RATING] from [NAME OF RATING AGENCY] and (vii) is not a special servicer that has
been cited by [NAME OF RATING AGENCY] as having servicing concerns as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a transaction serviced by the applicable servicer prior to the time of determination]. In addition, any replacement
Special Servicer that will service any Serviced Whole Loan shall meet any requirements specified in the related Intercreditor Agreement
or, if applicable, the related Other Pooling and Servicing Agreement.






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The existing Special
Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the Special Servicer
hereunder; provided, that the Special Servicer removed pursuant to this Section shall be entitled to receive, and shall
have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation and
it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including the right to receive
all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive any Workout Fee specified
in Section 3.12(c) of this Agreement if the Special Servicer is terminated and any indemnification rights that the
Special Servicer is entitled to pursuant to Section 6.03(a) of this Agreement) notwithstanding any such removal. Such
removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of
the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the transfer within
two Business Days to the successor Special Servicer for administration by it of all cash amounts that are thereafter received with
respect to the Mortgage Loans and, if applicable, Whole Loans.


(g)              
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, that neither the Trustee nor the Master Servicer shall be liable
for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer
(and it is acknowledged that there is no such fee payable in the event of a termination for breach of this Agreement) shall be
paid by the Certificateholders or the Directing Certificateholder, as applicable, so terminating the Special Servicer and shall
not in any event be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such Serviced Companion Loan
Noteholder is the Directing Certificateholder).


(h)              
If a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related Serviced REO Property
in accordance with this Section 3.22 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
Serviced Whole Loan Special Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related
Serviced REO Property, and shall mean the General Special Servicer (as defined below in clause (h)), in all other cases (provided,
that in Section 3.14 and Article VII of this Agreement, the term “Special Servicer” shall mean each
of the Serviced Whole Loan 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 Serviced Whole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other
items relate to the subject Serviced Whole Loan or any related Serviced 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 Defaulted Mortgage
Loans pursuant to Section 3.16 of this Agreement, the term “Special Servicer” shall mean the General
Special Servicer only; (iv) 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; (v) when used in the context of the Special Servicer being replaced
pursuant to






    	 	-273-	 



     


    


this Section 3.22
by the applicable Directing Certificateholder, the term “Special Servicer” shall mean the General Special Servicer
or the Serviced Whole Loan Special Servicer, if applicable; (vi) 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 Serviced Whole Loan Special Servicers and the General Special Servicer; and (vii) 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 Serviced Whole Loan Special
Servicer or the General Special Servicer, as applicable.


(i)                
References in this Section 3.22 to “General Special Servicer” mean the Person performing the duties
and obligations of special servicer with respect to the Mortgage Pool (exclusive of any Whole Loan or related REO Property as to
which a different Serviced Whole Loan Special Servicer has been appointed with respect thereto).


(j)                
No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22.
All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


Section 3.23       
Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report.
(a) Upon the occurrence of any event specified in the definition of Specially Serviced Loan with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan of which the Master Servicer may have notice, the Master Servicer shall
promptly give notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the related Mortgage Loan Seller, if no Consultation Termination Event has occurred, the Directing Certificateholder
and, if applicable, the related Serviced Companion Loan Noteholders and shall use efforts in accordance with the Servicing Standard
to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage
File) and records (including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable,
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 efforts in accordance with the Servicing Standard to comply with the preceding
sentence within five Business Days of the date it has notice of the occurrence of any event specified in the definition of Specially
Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan or Serviced Whole
Loan, until the Special Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur upon
the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect
to each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Borrower to continue to remit all payments in respect of such Mortgage Loan or Serviced Whole Loan to the Master Servicer. The
Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special Servicer,
who shall send such notice to the related Borrower.






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Upon determining that
a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice thereof to the
Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Whole Loan shall cease to be a Specially Serviced
Loan in accordance with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s obligation
to service such Mortgage Loan or Serviced Whole Loan shall terminate and the obligations of the Master Servicer to service and
administer such Mortgage Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced
Loan shall resume.


(b)              
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are
in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence
with the related Borrower, 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)               
Not later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under
Section 3.13(a) of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate
Administrator, with a copy to the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Master Servicer, a
written statement describing, on a loan by loan basis, (i) the amount of all payments on account of interest received on each
Specially Serviced Loan, the amount of all payments on account of principal, including Principal Prepayments, on each Specially
Serviced Loan, the amount of Net Insurance Proceeds and Net Liquidation Proceeds received with respect to each Specially Serviced
Loan, and with respect to REO Properties, the amount of net income or net loss, as determined from 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 rental income that does not
constitute Rents from Real Property with respect to the Serviced REO Property relating to each applicable Specially Serviced Loan,
in each case in accordance with Section 3.15 of this Agreement (it being understood and agreed that to the extent this
information is provided in accordance with Section 3.13(g) of this Agreement, this Section 3.23(c) shall
be deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Loans as the Master Servicer,
the Certificate Administrator or the Trustee reasonably request, to enable it to perform its duties under this Agreement. Such
statement and information shall be furnished to the Master Servicer in writing and/or in such electronic media as is acceptable
to the Master Servicer.


(d)              
Notwithstanding the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing 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. The Special Servicer shall provide the Master Servicer with any information
reasonably required by the Master Servicer to perform its duties under this Agreement.


(e)               
No later than [60] days after a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special
Servicer shall deliver to the Master Servicer, the Directing Certificateholder (only if no Consultation Termination Event has occurred),
[the Risk






    	 	-275-	 



     


    


Retention Consultation
Party (but only with respect to any Mortgage Loan other than an applicable Excluded Loan),] each related Serviced Companion Loan
Noteholder, the Operating Advisor [(but only if a Control Termination Event has occurred and is continuing)][EXCLUDE FOR TRANSACTIONS
THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) and each related Serviced Companion Loan Noteholder, a report (the “Asset Status Report”)
with respect to such Mortgage Loan or Serviced Whole Loan and the related Mortgaged Property; provided, the Special Servicer
shall not be required to deliver an Asset Status Report to the Directing Certificateholder if the Special Servicer and the Directing
Certificateholder are the same entity. Such Asset Status Report shall set forth the following information to the extent reasonably
determinable:


(i)               
summary of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


(ii)               
a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


(iii)               
the most current rent roll and income or operating statement available for the related Mortgaged Property;


(iv)               
(A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master
Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan
or Serviced REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of
action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;


(v)               
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


(vi)               
a description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold
interest that is a space lease or an air rights lease, any such space lease or air rights lease) or franchise agreement;


(vii)               
the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;






    	 	-276-	 



     


    


(viii)               
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions;


(ix)               
the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


(x)               
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


The Special Servicer
shall also provide a summary of each Asset Status Report to the Certificate Administrator and the Trustee.


For so long as no
Control Termination Event has occurred and is continuing, if within 10 Business Days of receiving an Asset Status Report, the Directing
Certificateholder does not disapprove such Asset Status Report in writing, the Directing Certificateholder will 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, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement,
the Servicing Standard (taking into consideration the best interests of all the Certificateholders [and the RR Interest Owner]
and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders[, the RR Interest Owner] and, if applicable, Serviced Companion Loan Noteholders constituted a single lender)
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan)), the terms of the applicable Loan Documents or any related Intercreditor Agreement. For so
long as no Control Termination Event has occurred and is continuing, if the Directing Certificateholder disapproves such Asset
Status Report within such 10 Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the
Directing Certificateholder, the Master Servicer, the 17g-5 Information Provider (who shall promptly post such report to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and each related Serviced Companion
Loan Noteholder, 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 in this Section 3.23(e) until the Directing
Certificateholder fails to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders [and the RR Interest Owner] and, with respect to any Serviced Whole
Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). In any event, for so long as no
Control Termination Event has occurred and is continuing, if the Directing Certificateholder does not approve an Asset Status Report
within 60 Business Days






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from the first submission
of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent
with the Servicing Standard. 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, and in particular, shall modify and resubmit such Asset Status Report to the Directing Certificateholder (with
a copy to the Trustee and the Certificate Administrator) if (i) the estimated sales proceeds, foreclosure proceeds, workout
or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or
(ii) the related Borrower becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer
(i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action
set forth in such Asset Status Report before the expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely affect the interests of the Certificateholders and,
with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and
it has made a reasonable effort to contact the Directing Certificateholder and, if any Serviced Whole Loan is involved, the related
Serviced Companion Loan Noteholders and (ii) in any case, shall determine whether such affirmative disapproval is not in the
best interests of all the Certificateholders [and the RR Interest Owner] and, with respect to any Serviced Whole Loan, the related
Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion
Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) pursuant to the Servicing Standard, and,
upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report
is not intended to replace or satisfy any specific consent or approval right which the Directing Certificateholder may have. The
procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.


The Special Servicer
shall have the authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent with the Servicing
Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement,
applicable law or the related Loan Documents.


During the period
when a Control Termination Event has occurred and is continuing, 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 Certificates) [and the RR Interest Owner],
as a collective whole as if such Certificateholders constituted a single lender. This determination shall be made pursuant to the
Operating Advisor Standard. The Special






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Servicer shall consider
any such proposals from the Operating Advisor 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 addition, with
respect to a Serviced Whole Loan, such Asset Status Reports are subject to any non-binding consultation rights, if any, that the
holders of the related pari passu Companion Loans have pursuant to the related Intercreditor Agreement.


During the period
when a Control Termination Event has occurred and is continuing and for so long as no Consultation Termination Event has occurred,
the Special Servicer shall consult on a non-binding basis with the Directing Certificateholder in connection with each Asset Status
Report prior to finalizing and executing such Asset Status Report and the Directing Certificateholder shall have the right to propose,
by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report. The Special Servicer
shall consider any such proposals from the Directing Certificateholder 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.


[After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder shall have no right to consent to any
Asset Status Report under this Section 3.23. 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 (in person or remotely via electronic, telephonic
or other mutually agreeable communication) and propose alternative courses of action and provide other feedback in respect of any
Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any applicable Excluded
Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset
Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall
send the Asset Status Report to the Operating Advisor and shall only be obligated to consult with the Operating Advisor with respect
to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably
necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor
or the Directing Certificateholder after the occurrence and during the continuance of an Operating Advisor Consultation Event or
after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.]
[APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


The Special Servicer
shall implement the Final Asset Status Report.


If neither the Operating
Advisor nor the Directing Certificateholder proposes 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, if a Consultation Termination Event has occurred, the Directing 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






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therein. If a Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall have no right to consent to any Asset Status
Report under this Section 3.23.] [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY
PURCHASER OF HORIZONTAL RESIDUAL INTEREST]


No direction, advice,
consent, approval or disapproval of the Directing Certificateholder or Operating Advisor shall (a) require, permit or cause
the Special Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor Agreement, applicable law or
any provision of this Agreement, including, but not limited to, Section 3.09, Section 3.16, Section 3.18
and Section 3.25 and the Special Servicer’s obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status
of the Grantor Trust, or (b) result in the imposition of a “prohibited transaction” or “contribution”
tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Trust Fund, the
Certificate Administrator, the Paying Agent, the Operating Advisor, the Trustee or their respective officers, directors, employees
or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Certificate
Administrator’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement. The Special Servicer
shall not be required to follow any direction of the Directing Certificateholder described in this paragraph.


(f)               
Prior to an Operating Advisor Consultation Event, the Special Servicer shall promptly deliver each Final Asset Status Report
to the Operating Advisor after the completion of the Directing Certificateholder Approval Process.


Section 3.24       
Special Instructions for the Master Servicer and/or Special Servicer. (a) Prior to taking any action with respect
to a Mortgage Loan or a Serviced Whole Loan secured by Mortgaged Properties located in a “one-action” state, the Master
Servicer or Special Servicer, as applicable, shall consult with legal counsel, the fees and expenses of which shall be an expense
of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement).


(b)              
The Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan)
and the related Manager and clearing bank relating to a Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan)
that it is servicing that, if applicable, it and/or the Trustee has been appointed as the “Designee” of the “Lender”
under any related Lock-Box Agreement.


(c)               
Without limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s
obligations under the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard,
enforce the provisions of the Loan Documents relating to the Mortgage Loans (other than with respect to a Non-Serviced Mortgage
Loan) that it is servicing with respect to the collection of Prepayment Premiums and Yield Maintenance Charges.


(d)              
If a Rating Agency shall charge a fee in connection with providing a Rating Agency Confirmation, the Master Servicer shall
require the related Borrower (other than






    	 	-280-	 



     


    


with respect to a
Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent with the applicable Loan Documents. If such fee remains
unpaid, such fee shall be an expense of the Trust Fund (allocated as an Additional Trust Fund Expense in the same manner as Realized
Losses as set forth in Section 4.01(g) of this Agreement) and, (1) in the case of the AB Whole Loan, such expenses
shall be allocated (subject to the terms of the related Intercreditor Agreement) first, to the [LOAN SPECIFIC CLASS] Certificates
(and the Class L[___] Interest and the [LOAN SPECIFIC CLASS]-NP Regular Interest) and then, to the extent such expense remains
unpaid, to the AB Mortgage Loan (and the [LOAN SPECIFIC CLASS]-P Regular Interest), (2) in the case of a Serviced Pari Passu Whole
Loan with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion Loan), allocated in accordance with the allocation
provisions of the related Intercreditor Agreement and (3) in the case of any Mortgage Loan other than the AB Mortgage Loan, the
Trust Fund, in each case, the costs of which may be advanced as a Servicing Advance.


(e)               
The Master Servicer shall, in accordance with the Servicing Standard, use commercially reasonable efforts to exercise on
behalf of the Trust any right of the Trust to recover any amounts owed by the Serviced Companion Loan Noteholders to the Trust
Fund pursuant to the related Intercreditor Agreement (but in the case of any Serviced Subordinate Companion Loan, subject to Section 1.02).
The cost of such enforcement on behalf of the Trust shall be paid and reimbursable as a Servicing Advance.


(f)               
With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal
Balance equal to or greater than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans (not including the Trust
Subordinate Companion Loan) held by the Trust Fund and $35,000,000, or with respect to any Mortgage Loan that is one of the ten
largest Mortgage Loans based on Stated Principal Balance, to the extent not inconsistent with the related Mortgage Loan or Serviced
Whole Loan, the Master Servicer shall not consent to a change of franchise affiliation with respect to a Mortgaged Property (other
than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder or the property manager with respect to a Mortgaged
Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder unless the Master Servicer
obtains a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any.


Section 3.25       
Certain Rights and Obligations of the Master Servicer and/or the Special Servicer. (a) In addition to its rights
and obligations with respect to Specially Serviced Loans, the Special Servicer has the right, whether or not the applicable Mortgage
Loan (other than a Non-Serviced Mortgage Loan) is a Specially Serviced Loan, to approve (i) certain modifications to the extent
described under Section 3.26 of this Agreement and (ii) certain waivers of due-on-sale or due-on-encumbrance clauses
as described above under Section 3.09 of this Agreement. With respect to Performing Loans (other than Non-Serviced
Mortgage Loans), the Master Servicer shall notify the Special Servicer of any request for approval (a “Request for Approval”)
received relating to the Special Servicer’s above-referenced approval rights and forward to the Special Servicer its written
recommendation and analysis and any other information or documents reasonably requested by the Special Servicer (to the extent
such information or documents are in the Master Servicer’s possession). Subject to Section 3.09(h) of this Agreement,
the Special Servicer shall have 15 Business Days (from the date that the Special






    	 	-281-	 



     


    


Servicer receives
the information it requested from the Master Servicer) to analyze and make a recommendation with respect to a Request for Approval
with respect to a Performing Loan and, prior to the end of such 15 Business Day period, for so long as no Control Termination Event
has occurred and is continuing, is required to notify the Directing Certificateholder and each Serviced Companion Loan Noteholder
of such Request for Approval and its recommendation with respect thereto. Following such notice, the Directing Certificateholder
shall have 10 Business Days from the date it receives the Special Servicer recommendation and any other information it may reasonably
request (or, with respect to any Serviced Whole Loan, such longer time period as may be provided in the related Intercreditor Agreement)
to approve any recommendation of the Special Servicer relating to any Request for Approval. In any event, if the Directing Certificateholder
does not respond to a Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer or
the Master Servicer, as applicable, may deem its recommendation approved by the Directing Certificateholder and if the Special
Servicer does not respond to a Request for Approval within the required 15 Business Days (or such longer time period pursuant to
the terms of the related Intercreditor Agreement but not less than five (5) Business Days after the time period set forth therein
for Directing Certificateholder approval), the Master Servicer may deem its recommendation approved by the Special Servicer. With
respect to a Specially Serviced Loan, the Special Servicer must notify the Directing Certificateholder of any Request for Approval
received relating to the Directing Certificateholder’s above-referenced approval rights and its recommendation with respect
thereto. The Directing Certificateholder shall have 10 Business Days (after receipt of all information reasonably requested) to
approve any recommendation of the Special Servicer relating to any such Request for Approval. In any event, if the Directing Certificateholder
does not respond to any such Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer
may deem its recommendation approved by the Directing Certificateholder. Notwithstanding the foregoing, (i) with respect to
any Whole Loan, the procedure and timing for approval by the Directing Certificateholder (to the extent it is the related Companion
Loan Noteholder) of the related Request for Approval shall be governed by the terms of the related Intercreditor Agreement and
(ii) if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the Certificateholders and the related Serviced Companion Loan Noteholders (as a
collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender)
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan))and the Special Servicer has made a reasonable effort to contact the Directing Certificateholder,
it need not wait for a response from the Directing Certificateholder.


(b)              
Notwithstanding any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required
to take or refrain from taking any action pursuant to instructions from the Directing Certificateholder, or due to any failure
to approve an action by the Directing Certificateholder, or due to any objection by the Directing Certificateholder that would
(i) cause any one of them to violate applicable law, the terms of any Loan Documents, any Intercreditor Agreement, including the
Servicing Standard, or the REMIC Provisions, (ii) expose the Master Servicer, the Special Servicer, the Depositor, the Paying Agent,
a Mortgage Loan Seller, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator (in any of its capacities), or






    	 	-282-	 



     


    


the Custodian or their
respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (iii) materially expand the
scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iv) cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders [and the RR
Interest Owner].


(c)               
Notwithstanding any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required
to take or refrain from taking any action pursuant to a direction or objection from a Non-Controlling Note Holder that would (i)
require or cause either the Master Servicer or the Special Servicer to violate applicable law, the terms of any Loan Documents,
any Intercreditor Agreement, this Agreement, including the Servicing Standard, or the REMIC Provisions, (ii) expose the Master
Servicer, the Special Servicer, the Depositor, the Paying Agent, a Mortgage Loan Seller, the Trust Fund, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator (in any of its capacities), or the Custodian or
their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (iii) materially expand
the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iv) cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders [and the RR
Interest Owner].


(d)              
The Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Certificateholder, on a monthly
basis, the performance of any Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan, which is delinquent, has
been placed on a “Watch List” or has been identified by the Master Servicer or the Special Servicer as exhibiting deteriorating
performance.


Section 3.26       
Modification, Waiver, Amendment and Consents. (a) Subject to Sections 3.25, 3.26(f) and 3.27,
and, if applicable, each Intercreditor Agreement, (i) with respect to any Mortgage Loan that is not a Specially Serviced Loan,
the Master Servicer (subject to the Special Servicer’s consent, except as provided in clause (n)) or (ii) with
respect to any Specially Serviced Loan, the Special Servicer, in each case subject to the rights of the Directing Certificateholder
and, in the case of the Special Servicer, consultation with the Operating Advisor (if no Control Termination Event has occurred
and is continuing and to the extent the Operating Advisor has consultation rights pursuant to Section 3.23(e), Section
3.31 and Section 6.07 of this Agreement), may modify, waive or amend any term of any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the
Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced
Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause any Trust REMIC to
fail to qualify as a REMIC or (2) result in the imposition of a tax upon any 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” under Section 860G(c) of the Code). 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 Loan Documents require
the Master Servicer or the






    	 	-283-	 



     


    


Special Servicer,
as applicable, to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining
Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property
or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan or Serviced Whole Loan, then such calculation
shall exclude the value of any personal property and going concern value, if any. If, following any such release or taking, the
loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require
payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions,
unless the related Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail
to be a Qualified Mortgage.


(b)              
Neither the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Whole Loan
or Specially Serviced Loan beyond the date that is the date occurring later than the earlier of (1) five years prior to the Rated
Final Distribution Date and (2) in the case of a Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan secured solely
or primarily by the related Borrower’s interest in a ground lease (or, with respect to a leasehold interest where the Borrower
is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease), the date that is 20 years
prior to the expiration date of such ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and
that is a space lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date of
such lease if the Master Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such
ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights
lease, such space lease or air rights lease) and such extension is in the best interest of the Certificateholders [and the RR Interest
Owner] and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholder (as a collective whole as if
such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholder constituted a single lender
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan)) and, if no Control Termination Event has occurred and is continuing, with the consent of the
Directing Certificateholder [and consultation with the Risk Retention Consultation Party]).


(c)               
Neither the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an
outstanding Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, which collateral constitutes real property,
unless the Master Servicer or the Special Servicer, as applicable, shall have obtained a Rating Agency Confirmation relating to
the Certificates and Serviced Companion Loan Securities, if any.


(d)              
Any payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall
not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable,
Serviced Companion Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan,
notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan or such modification, waiver or amendment so permit.






    	 	-284-	 



     


    


(e)               
Except for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments
of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans in accordance with this Section 3.26
or Section 3.27 of this Agreement (with respect to Serviced Whole Loans) shall be in writing.


(f)               
The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the
Directing Certificateholder (other than if a Consultation Termination Event has occurred)[, the Risk Retention Consultation Party],
the Operating Advisor [(only if a Control Termination Event has occurred and is continuing)], [EXCLUDE FOR TRANSACTIONS THAT SATISFY
RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], the Depositor, the related Serviced
Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material
consent or amendment of any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and the
date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement
relating to such modification, waiver, material consent or amendment, promptly (and in any event within 10 Business Days) following
the execution thereof.


(g)              
The Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request
by a Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and
is permitted by the terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing
compensation, a reasonable and customary fee for the additional services performed in connection with such request (provided
that the charging of such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced
Whole Loan within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses incurred
by it. In no event shall the Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Borrower.


(h)              
Notwithstanding the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan or Serviced Whole Loan (or any portion thereof), if any, unless such defeasance
complies with Treasury Regulations Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(g)
of this Agreement.


(i)                
Notwithstanding anything herein or in the related Loan Documents to the contrary, the Master Servicer may permit the substitution
of direct, non-callable “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) (including U.S. government
agency securities if such securities are eligible defeasance collateral under then current guidelines of the Rating Agencies) for
any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan (or any portion thereof) in lieu of the defeasance collateral specified in the related Loan Documents; provided
that, the Master Servicer reasonably determines that allowing






    	 	-285-	 



     


    


their use would not
cause a default or event of default under the related Loan Documents to become reasonably foreseeable and the Master Servicer receives
an Opinion of Counsel (at the expense of the Borrower to the extent permitted under the Loan Documents) to the effect that such
use would not be and would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise endanger the status of the Loan Specific REMIC,
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or result in the imposition of a tax upon the Loan Specific REMIC, the
Lower-Tier REMIC, the Upper-Tier 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”) and provided, that the requirements
set forth in Section 3.09(g) of this Agreement are satisfied.


(j)                
If required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer
shall establish and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance
Accounts”), into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents.
Each Defeasance Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master
Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts
are reinvested by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).
To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received
by it from defeasance collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Whole Loan
is involved, the Serviced Whole Loan Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced
Whole Loan, as applicable, in advance of its Due Date in accordance with clause (a) of the definition of [Aggregate]
Principal Distribution Amount, and not as a prepayment of the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account or,
if a Serviced Whole Loan is involved, the Serviced Whole Loan Collection Account for a period in excess of 365 days.


(k)              
Any right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded
the Directing Certificateholder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively
waived by the Directing Certificateholder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable. Upon delivery of any such notice of waiver given by the Directing Certificateholder, any
time period (exclusive or otherwise) afforded the Directing Certificateholder to exercise any such right, make any such election
or grant or withhold any such consent shall thereupon be deemed to have expired with the same force and effect as if the specific
time period set forth in this Agreement applicable thereto had itself expired. If the Master Servicer or Special Servicer determines
that a refusal to consent by the Directing Certificateholder or any advice from the Directing Certificateholder would cause the
Master Servicer or Special Servicer, as applicable, to violate applicable law, the






    	 	-286-	 



     


    


terms of the applicable
Loan Documents, any related Intercreditor Agreements, the REMIC Provisions or the terms of this Agreement, including without limitation,
the Servicing Standard, the Master Servicer or Special Servicer shall disregard such refusal to consent or advice and notify the
Directing Certificateholder, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Noteholder (if any)
and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of the basis
therefor.


(l)                
Any modification, waiver or amendment of or consents or approvals relating to a Mortgage Loan or Serviced Whole Loan that
is a Specially Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer,
(ii) to the extent provided in this Agreement and/or the applicable Intercreditor Agreement, shall be subject to the consent
of the related Directing Certificateholder, and (iii) shall be structured so as to be consistent with the allocation and payment
priorities in the related Loan Documents and Intercreditor Agreement, if any, such that neither the Trust as holder of the Mortgage
Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the
related Loan Documents and Intercreditor Agreement.


(m)            
Any modification, waiver or amendment of or consents or approvals relating to a Performing Loan (other than a Non-Serviced
Mortgage Loan) shall be subject to the consent of the Special Servicer (other than as set forth in Section 3.26(n)),
and the Special Servicer shall obtain the consent of the related Directing Certificateholder to the extent provided in this Agreement
and/or the applicable Intercreditor Agreement. When the Special Servicer’s consent is required (with respect to any non-Specially
Serviced Loan (other than a Non-Serviced Mortgage Loan)), the Master Servicer shall promptly provide the Special Servicer with
written notice of any request for modification, waiver, amendment, consent or approval accompanied by the Master Servicer’s
written recommendation and analysis and any and all information in the Master Servicer’s possession or control that the Special
Servicer may reasonably request to grant or withhold such consent. When the Special Servicer’s consent is required hereunder,
such consent shall be deemed given 15 Business Days, or such longer time period pursuant to the terms of the related Intercreditor
Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Certificateholder approval,
(or in connection with an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special
Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed
action together with such other information reasonably required by the Special Servicer. With respect to all Specially Serviced
Loans and Performing Loans (other than a Non-Serviced Mortgage Loans), the Special Servicer shall, prior to consenting to such
a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the related
Directing Certificateholder, which consent shall be deemed given 10 Business Days after receipt (or in connection with an Acceptable
Insurance Default, 30 days) (unless earlier objected to) by such Directing Certificateholder of the Master Servicer’s
and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such action together with such
other information reasonably required by such Directing Certificateholder.






    	 	-287-	 



     


    


(n)              
For any Mortgage Loan or Serviced Whole Loan (other than a Specially Serviced Loan or a Non-Serviced Mortgage Loan), subject
to the rights of the Special Servicer set forth in this Section 3.26, and further subject to the rights of the Directing
Certificateholder set forth herein, and, with respect to any Serviced Whole Loan, further subject to the rights of the related
Companion Loan Noteholders under the related Intercreditor Agreement, the Master Servicer, without the consent of the Special Servicer,
the Directing Certificateholder or the Operating Advisor, as applicable, shall be responsible to determine whether to consent to
or approve any request by a Borrower with respect to:


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


(ii)               
approving any waiver affecting the timing of receipt of financial statements from any Borrower; provided that such
financial statements are delivered no less than quarterly and within 60 days after the end of the calendar quarter;


(iii)               
approving annual budgets for the related Mortgaged Property; provided that no such budget (A) 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 (B) provides
for the payment of any material expenses to any affiliate of the Borrower (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);


(iv)               
subject to other restrictions herein regarding Principal Prepayments, waiving any provision of a Mortgage Loan or Serviced
Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


(v)               
approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited
under this Section 3.26) in connection with a defeasance subject to the requirements set forth in Section 3.09(g)
of this Agreement;


(vi)               
approving consents with respect to non-material rights-of-way and non-material easements and consent to subordination of
the related Mortgage Loan or Serviced Whole Loan to such non-material rights-of-way or easements; provided, that the Master
Servicer shall have determined in accordance with the Servicing Standard that such right-of-way or easement shall 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;


(vii)               
granting waivers of minor covenant defaults (other than financial covenants);


(viii)               
as permitted under the Loan Documents, payment from any escrow or reserve, or approving disbursements of any earnout or
holdback amounts in accordance with the related Loan Documents, except (1) releases of any escrows, reserves or letters of credit
held as performance escrows or reserves (unless required pursuant to the specific






    	 	-288-	 



     


    


terms of the
related Mortgage Loan or Serviced Whole Loan and for which there is no material lender discretion) or (2) releases of earnouts
or holdback amounts with respect to those Mortgage Loans identified on Exhibit Y hereto;


(ix)               
approving a change of the property manager at the request of the related Borrower so long as (a) the successor property
manager is not affiliated with the borrower and is a nationally or regionally recognized manager of similar properties, and (b) the
subject Mortgage Loan or Serviced Whole 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;


(x)               
any non-material modifications, waivers or amendments not provided for in clauses (i) through (ix) above, which are
necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Mortgage Loan or Serviced
Whole Loan.


provided, in the case of any
Serviced Whole Loan, the Master Servicer shall provide written notice of such action to the related Companion Loan Noteholders.
For the avoidance of doubt, and without limiting the generality of the foregoing, any request for the disbursement of earnouts
or holdback amounts with respect to (i) any Specially Serviced Loan shall be processed by the Special Servicer and (ii) any
Mortgage Loan listed on Exhibit Y received by the Master Servicer shall be processed by the Master Servicer and submitted
to the Special Servicer for approval. For purposes of this Agreement, “disbursement of earnouts or holdback amounts”
shall mean the disbursement or funding to a borrower of previously unfunded, escrowed or otherwise reserved portions of the loan
proceeds of the applicable Mortgage Loan until certain conditions precedent thereto relating to the satisfaction of performance-related
criteria (i.e., project reserve thresholds, lease-up requirements, sales requirements, etc.), as set forth in the applicable
loan documents, have been satisfied.


Section 3.27       
Certain Intercreditor Matters Relating to the Serviced Whole Loans. (a) With respect to Serviced Whole Loans, except
for those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or the
Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust
Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer, as applicable, following
securitization, under the related Intercreditor Agreement.


(b)              
The Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on
which the Master Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions
for such Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master
Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer
of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already
contained in the related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The
name and address of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII
hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any






    	 	-289-	 



     


    


Serviced Companion
Loan Noteholder until it receives notice of transfer or of any change in information.


In no event shall
the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder other than
the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register. In the
event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master Servicer,
the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have
no obligation to recover and redirect such payment.


The Master Servicer
shall promptly provide the names and addresses of any Serviced Companion Loan Noteholder to any party hereto, any related Companion
Loan Noteholder or any successor thereto upon written request, and any such party or successor may, without further investigation,
conclusively rely upon such information. The Master Servicer shall have no liability to any Person for the provision of any such
names and addresses.


(c)               
The Directing Certificateholder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer,
any Certificateholder (including the Controlling Class Representative, if applicable) or any noteholder of a Serviced Whole Loan.
The Directing Certificateholder will not have any liability to the Certificateholders (including the Controlling Class Representative,
if applicable) or any other noteholder of a Serviced Whole Loan, as applicable, for any action taken, or for refraining from the
taking of any action or the giving of any consent, pursuant to this Agreement, or for errors in judgment.


(d)              
With respect to any Serviced Whole Loan, the Directing Certificateholder shall be entitled to exercise the consent rights,
cure rights and purchase rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance
with the terms of the related Intercreditor Agreement and this Agreement.


(e)               
The Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or
the Master Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and
(subject to Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation
and delivery of reports and other information with respect to, the Serviced Whole Loan related to any Serviced Companion Loan or
any related Serviced REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed
by a servicer, in any case pursuant to and as required by each related Intercreditor Agreement and/or any related mezzanine intercreditor
agreement existing on the Closing Date and any related Intercreditor Agreement or mezzanine intercreditor agreement not existing
on the Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything
herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:


(i)               
none of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced
Companion Loan; and






    	 	-290-	 



     


    


(ii)               
the Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion
Loan Noteholder(s) to the extent required by the related Intercreditor Agreement.


The Master Servicer
or Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any reports or notices
required to be delivered to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement, and the Special
Servicer shall reasonably cooperate with the Master Servicer and the Master Servicer shall reasonably cooperate with the Special
Servicer in preparing/delivering any such report or notice with respect to special servicing matters.


If any Serviced Companion
Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within
the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any
action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status
of such grantor trust as a grantor trust.


The parties hereto
acknowledge that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee
or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the related Intercreditor
Agreement or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall
be deemed to have confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain from taking
actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships
and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against
a Serviced Companion Loan Noteholder or any of its officers, directors, employees, principals or agents as a result of such special
relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in
its interest or in the interest of its affiliates.


The parties hereto
recognize and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor Agreement.
Each of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may be exercisable
by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation (upon which
such party may conclusively rely) and the contact details of the designee.


Notwithstanding anything
herein or in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder may
require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable
law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer's obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer,
the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent, the Trust Fund,
the Certificate Administrator (in






    	 	-291-	 



     


    


any of its capacities)
or the Trustee to liability, or materially expand the scope of the Master Servicer’s or Special Servicer's responsibilities
hereunder.


Any reference to servicing
any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Mortgage Note and Mortgage)
shall also mean, in the case of a Serviced Whole Loan, in accordance with the related Intercreditor Agreement.


To the extent not
otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for
a Serviced Whole Loan or a Non-Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full.


For purposes of exercising
any rights that the Directing Certificateholder of the Mortgage Note for any Mortgage Loan in a Serviced Whole Loan may have under
the related Intercreditor Agreement, the Directing Certificateholder shall be the designee of the Trust, as such noteholder. The
Certificate Administrator shall provide notice of the identity of the Controlling Class Representative (to the extent the Certificate
Administrator has received notice of a change in the identity of the Controlling Class Representative), upon request, to the other
parties to the related Intercreditor Agreement, to the extent the identity and contact information of such parties to such Intercreditor
Agreement are actually known to the Certificate Administrator.


(f)               
With respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described
information in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c)
and Section 3.13(d) and according to the same time frames as described above in Section 3.13(c) and Section 3.13(d),
to the extent such Master Servicer has timely received such information from the Other Servicer under the Other Pooling and Servicing
Agreement.


Promptly following
the Closing Date, the Certificate Administrator shall send written notice substantially in the form of Exhibit EE hereto,
accompanied by a copy of an executed version of this Agreement, with respect to each Non-Serviced Mortgage Loan and with respect
to the [NON-SERVICED LOAN] Pari Passu Note A-1, after the Certificate Administrator receives notice of the [NON-SERVICED LOAN]
Pari Passu Note A-1 Securitization Date to each applicable Other Servicer, Other Special Servicer and Other Trustee stating that,
as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced Mortgage Loan and directing each such recipient
to remit to the Master Servicer no later than one (1) Business Day after each Determination Date all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the Master Servicer no later than one (1) Business Day after
each Determination Date all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of the applicable Non-Serviced Mortgage Loan under the related Intercreditor Agreement
and Other Pooling and Servicing Agreement. Such notice shall also provide contact information for the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder, the 17g-5 Information Provider and the
Rating Agencies.






    	 	-292-	 



     


    


With respect to a
Non-Serviced Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced in accordance
with the terms of the related Other Pooling and Servicing Agreement, promptly upon notice thereof, the applicable party to this
Agreement that receives such notice shall, upon request, acknowledge such successor as the successor to the Other Servicer, Other
Special Servicer or Other Trustee, as the case may be.


With respect to each
Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion Loan Noteholder and,
if applicable, related Non-Directing Certificateholder (or its designee or representative), within the same time frame and to the
same extent it is required to provide such information and materials to the Certificateholders or the Directing Certificateholder,
as applicable, hereunder with (1) copies of each financial statement received by the Master Servicer pursuant to the terms of the
related Loan Documents, (2) copies of any notice of default sent to the Borrower and (3) subject to the terms of the Loan Documents,
copies of any other documents or information relating to the Serviced Whole Loan (including, without limitation, property inspection
reports, loan servicing statements, Borrower requests and asset status reports) that the Master Servicer delivers to the related
Directing Certificateholder and copies of any other notice, information or report that it is required to provide to the Directing
Certificateholder pursuant to this Agreement with respect to any Major Decision or with respect to any “major decisions”
or “major actions” as set forth in the related Intercreditor Agreement or the implementation of any recommended actions
outlined in an Asset Status Report relating to such Serviced Whole Loan. Any copies to be furnished by the Master Servicer or the
Special Servicer may be furnished by hard copy or electronic means.


Section 3.28       
Directing Certificateholder Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer
and the Special Servicer shall, not more frequently than once per month, without charge, make a knowledgeable Servicing Officer
via telephone available during normal business hours to verbally answer questions from the Directing Certificateholder (for so
long as no Consultation Termination Event has occurred) and the Operating Advisor (for so long as a Control Termination Event has
occurred and is continuing) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master
Servicer or the Special Servicer, as the case may be, is responsible.


Section 3.29       
Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the
Directing Certificateholder. (a) Each Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed
to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide
its name and address to the Certificate Registrar and to notify the Certificate Registrar 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 Certificate Owner) or its designee at any time appointed
Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate
(or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder
(or Certificate Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt
of such notice, the






    	 	-293-	 



     


    


Certificate Registrar
shall notify the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, each Serviced Companion Loan Noteholder of the identity of the Controlling Class Representative,
any resignation or removal thereof and/or any new Holder or Certificate Owner of a Control Eligible Certificate.


In addition, upon
the request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor,
the Asset Representations Reviewer, the Certificate Registrar shall promptly (but no later than five (5) Business Days after such
request) provide to the requesting party the identity of the then-current Controlling Class and a list of the Holders of Certificates
of the Controlling Class. However, if any Controlling Class Certificateholder is listed as being the Depository, then the
Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from
the Depository, the list of Certificate Owners of the Controlling Class, and the Certificate Administrator shall provide such list
to the requesting party promptly upon receipt; provided that, if any Controlling Class Certificateholder is listed
as the Depository and the Certificate Administrator has actual knowledge of the identity of the related Certificate Owner, then
the Certificate Administrator shall include such Certificate Owner in the list provided to any requesting party pursuant to first
sentence of this paragraph. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to conclusively rely on any such information so provided. Any expenses incurred in connection with obtaining
such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with
an event as to which the Directing Certificateholder (or Controlling Class Representative) has review, consent or consultation
rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or the related
Other Pooling and Servicing Agreement and (ii) the requesting party has not been notified of the identity of the Directing
Certificateholder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Certificateholder
(or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust.


To the extent the
Master Servicer has actual knowledge of any change in the identity of a Holder (or Certificate Owners) of the Controlling Class,
then the Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.


On the Closing Date,
the initial Controlling Class Representative shall execute a certification substantially in the form of Exhibit L-1G to
this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class
Representative shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit
L-1G to this Agreement prior to being recognized as the new Controlling Class Representative. [On the Closing Date, the initial
Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit L-1H to this Agreement.
Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party
shall execute and deliver to the parties to this Agreement a






    	 	-294-	 



     


    


certification substantially
in the form of Exhibit L-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.]


(b)              
Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer,
the Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection
unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Controlling Class Representative
shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Paying Agent and each other Controlling Class Certificateholder, in writing, of the
resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon the resignation
of a Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Controlling Class Representative.


(c)               
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall be entitled to rely on the most
recent notification with respect to the identity of the Controlling Class Certificateholder and the Controlling Class Representative.


(d)              
The Master Servicer, Special Servicer, Trustee, Operating Advisor and Asset Representations Reviewer, shall be entitled
to request that the Certificate Administrator provide, and the Certificate Administrator shall promptly (but no later than five
(5) Business Days after such request) provide (i) for so long as no Consultation Termination Event has occurred, the identity
of the Controlling Class Representative, including names and addresses and, to the extent reasonably available, a list of Controlling
Class Certificateholders and (ii) confirmation as to whether a Control Termination Event or Consultation Termination Event
has occurred in the 12 months preceding any such request or any other period specified in such request. In addition to the foregoing,
within two (2) Business Days of receiving notice of the selection of a new Controlling Class Representative or the existence of
a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer and the Special Servicer. Any expenses incurred in connection with obtaining
such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with
an event as to which the Directing Certificateholder (or Controlling Class Representative) has review, consent or consultation
rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or the related
Other Pooling and Servicing Agreement and (ii) the requesting party has not been notified of the identity of the Directing
Certificateholder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Certificateholder
(or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust.


At any time more than
50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator in writing
to hold an election for a Controlling Class Representative, the Certificate Administrator shall hold such election as soon as practicable
at the expense of such requesting Certificateholders.






    	 	-295-	 



     


    


(e)               
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of such event.


(f)               
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or Companion
Loan Noteholders; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class
(or, in the case of the AB Whole Loan, to the extent the Directing Certificateholder is the Loan Specific Directing Certificateholder,
in the interests of the Holders of the [LOAN SPECIFIC CLASS] Certificates) (or, in the case of a Whole Loan, in the interests of
one or more Companion Loan Noteholders); (iii) the Directing Certificateholder does not have any liability or duties to the
Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions
that favor the interests of the Directing Certificateholder or one or more Classes of the Certificates including the Holders of
the Controlling Class (or, in the case of a Whole Loan, one or more Companion Loan Noteholders) over the interests of the Holders
of one or more Classes of Certificates and other Companion Loan Noteholders; and (v) the Directing Certificateholder shall
have no liability whatsoever to any Certificateholder, the Trust, any Companion Loan Noteholder any party hereto or any other Person
(including any Borrower under a Mortgage Loan) for having so acted as set forth in clauses (i) through (iv) of this paragraph,
and no Certificateholder or Companion Loan Noteholder may take any action whatsoever against the Directing Certificateholder or
any director, officer, employee, agent or principal thereof for having so acted.


(g)              
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or any Certificateholder and provide such information to the requesting party.


(h)              
At any time when the most senior Class of Control Eligible Certificates are the Controlling Class, the Holder of more than
50% of the Controlling Class (by Certificate Balance) may waive its right to act as, or appoint a representative to act as, the
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 by irrevocable written notice delivered to the Depositor, Certificate
Administrator, Certificate Registrar, Trustee, Master Servicer, Special Servicer, Operating Advisor and Asset Representations Reviewer.
Any such waiver shall remain effective with respect to such Holder and the most senior Class of Control Eligible Certificates until
such time as that Certificateholder has (i) sold a majority of the most senior Class of Control Eligible Certificates (by Certificate
Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Certificate Registrar,
Trustee, Master Servicer, Special Servicer, Operating Advisor and Asset Representations Reviewer, that (a) the transferor retains
no direct or indirect voting rights with respect to the most senior Class of Control Eligible Certificates that it does not own,
(b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect
controlling interest in the most senior Class of Control Eligible Certificates. During such waiver period a Consultation Termination
Event shall be deemed to exist and the rights of the Controlling Class






    	 	-296-	 



     


    



to appoint a Controlling
Class Representative and the rights of the Controlling Class Representative shall not be operative (notwithstanding whether a Control
Termination Event or a Consultation Termination Event is or would otherwise then be in effect). Following any transfer of more
than 50% of the most senior Class of Control Eligible Certificates, the successor Holder of more than 50% of the most senior Class
of Control Eligible Certificates, if the most senior Class of Control Eligible Certificates are the Controlling Class (by Certificate
Balance) shall again have the right to act as, or appoint a representative to act as, the Controlling Class Representative without
regard to any prior waiver by the predecessor Certificateholder. The successor Certificateholder shall also have the right 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 cause the exercise of any of the rights of the Controlling Class Representative. No successor Certificateholder
described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to
its acquisition of a majority of the most senior Class of Control Eligible Certificates that had not also become a corrected loan
prior to such acquisition until such Mortgage Loan becomes a Corrected Mortgage Loan.


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 a Rating Agency Confirmation as a condition precedent
to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from
each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 Business Days of
the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not
replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor
waiving the requirement for Rating Agency Confirmation, then (i) such Requesting Party shall (without providing notice to
the 17g-5 Information Provider) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request,
and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either
such Rating Agency Confirmation request within 5 Business Days of such second request or such Rating Agency has responded in a
manner that indicates it is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, (x) with
respect to any such condition in any Loan Document requiring such 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) below), the Requesting Party (or, if
the Requesting Party is the related Borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable) shall determine, in accordance with
its duties under this Agreement and in accordance with the Servicing Standard, whether or not such action would be in the best
interests of the Certificateholders[, the RR Interest Owner] and, in the case of a Serviced Whole Loan, Certificateholders and
any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan
holders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking
into account the subordinate nature of such Subordinate Companion Loan)), and if the Requesting Party (or, if the Requesting Party
is the related Borrower, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be
in the best interest of such parties, then the requirement for a Rating Agency Confirmation shall be deemed not to






    	 	-297-	 



     


    


apply, and (y) with
respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) the
incoming master servicer or special servicer, as applicable, confirms in writing that [___] has not cited servicing concerns of
the applicable replacement 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 a CMBS transaction serviced
by the applicable servicer prior to the time of determination, if [___] is the non-responding Rating Agency, (ii) with respect
to the Master Servicer, the successor Master Servicer has a commercial master servicer rating of at least “[___]” from
[___] or, with respect to the Special Servicer, the successor Special Servicer has a commercial special servicer rating of at least
“[___]” from [___], as the case may be; or (iii) the incoming master servicer or special servicer, as applicable, confirms
in writing that Moody’s and/or [___] has not cited servicing concerns of the applicable replacement as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to
the time of determination, if [___] and/or [___] is the non-responding Rating Agency.


Any Rating Agency
Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant
to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency
Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written
Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)
of this Agreement.


Promptly following
the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(a)
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer,
as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular
item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 3.14(d) of this Agreement.


(b)              
Notwithstanding anything to the contrary in this Section 3.30, for purposes of 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 Rating Agency Confirmation requirement in the Loan Documents with respect to which the Master
Servicer or Special Servicer would have been required to make the determination described in Section 3.30(a) shall
be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related
Borrower, the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and Serviced REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the
Special Servicer, as applicable) shall in any event review the other conditions required under the related Loan Documents with
respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the






    	 	-298-	 



     


    


Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


(c)               
For all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting
Party shall deliver a Rating Agency Confirmation from each Rating Agency.


(d)              
Notwithstanding the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor
Agreement, 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 the related Whole Loan 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 shall also require delivery of a Serviced Companion Loan Rating Agency Confirmation
as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced 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
Serviced 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 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 Serviced Companion Loan Rating Agency Confirmation,
shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as applicable), the Other
17g-5 Information Provider, 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, at the expense of the Other Securitization to the
extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request
for such Serviced Companion Loan Rating Agency Confirmation, (ii) all materials forwarded to the 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 17g-5 Information Provider, and (iii) any other materials that the applicable
Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion Loan Rating Agency Confirmation
promptly following receipt of such request from the Other Trustee.


The Certificate Administrator
shall, promptly following receipt of written request from the Master Servicer or the Special Servicer, as applicable, provide to
the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer, the Other Special Servicer,
the Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely to the extent in its possession.


Section 3.31       
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) the actions of the Special
Servicer with respect to the Mortgage Loan when it is a Specially Serviced Loan (as provided in Section 3.31 and Section
6.07) and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the






    	 	-299-	 



     


    


Special Servicer with
respect to Major Decisions relating to the Mortgage Loans when they are not a Specially Serviced Loans, (ii) all information made
available to Privileged Persons that are posted on the Certificate Administrator’s Website and (iii) each Asset Status Report
(after the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report delivered
to the Operating Advisor by the Special Servicer. In addition and for the avoidance of doubt, although the Operating Advisor may
have certain consultation duties with the master servicer with respect to certain Major Decisions processed by the Master Servicer,
the Operating Advisor will have no obligations or responsibility at any time to review or assess the actions of the Master Servicer
for compliance with the Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer actions
in connection with any Operating Advisor Annual Report.


(b)              
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as
“Privileged Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information.


(c)               
(i)  Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report,
any Major Decision Reporting Package and/or Asset Status Report (in each case, after the occurrence and during the continuance
of an Operating Advisor Consultation Event), any Final Asset Status Report and other reports by the Special Servicer made available
to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year) the Operating
Advisor shall (if, at an time during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) was
a Specially Serviced Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer with respect to any Major
Decision) deliver to the Certificate Administrator, the Depositor and the 17g-5 Information Provider (who shall post it to the
Depositor’s 17g-5 Website in accordance with Section 3.14(d)) within one hundred-twenty (120) days of the end of the
prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of
Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor,
subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein
relating to Privileged Information; provided, however, that in no event shall the information or any other content
included in the Operating Advisor Annual Report contravene any provision of this Agreement), that (a) sets forth whether the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the
Servicing Standard with respect to its performance of its duties under this Agreement with respect to Specially Serviced Loans
(and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, with respect to Major Decisions
on non-Specially Serviced Mortgage Loans and Serviced Companion Loans) during the prior calendar year on a platform-level basis,
and (b) identifies (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith,
the Special Servicer has failed to comply and (2) any deviations from the Special Servicer’s obligations under this Agreement
with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO
Property related to any Non-Serviced Mortgage Loan); provided, further,






    	 	-300-	 



     


    


however, that
in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that
was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date
of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the Operating Advisor (i) shall not
be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial
and (ii) shall not be required to provide or obtain a legal opinion, legal review or legal conclusion. [Notwithstanding the foregoing,
with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, no Operating Advisor Annual Report will be permitted to include
an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan or Trust AB Whole Loan until
after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement.][EXCLUDE
FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST] Subject
to the restrictions in this Agreement, including, without limitation, each such Operating Advisor Annual Report shall comply with
all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 4.02(b))
and the Depositor (which shall promptly post such Operating Advisor Annual Report on the Depositor’s 17g-5 Website in accordance
with Section 3.14(d)); provided, however, that the Special Servicer shall be given an opportunity to review
any Operating Advisor Annual Report at least five (5) Business Days prior to such Operating Advisor Annual Report’s delivery
to the Certificate Administrator and the Depositor. The Operating Advisor shall have no obligation to adopt any comments to the
Operating Advisor Annual Report that are provided by the Special Servicer. Only as used in this Section 3.31 in connection
with the Operating Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance
of its duties with respect to the pool of Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to Major Decisions on non-Specially Serviced Mortgage Loans and Serviced Companion Loans), taking
into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were
performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of
compliance report, attestation report, Major Decision Reporting Package, (after the occurrence and during the continuance of an
Operating Advisor Consultation Event), Final Asset Status Report and other information, in each case, delivered to the Operating
Advisor by the Special Servicer (other than any communications between the Directing Certificateholder and the Special Servicer
that would be Privileged Information) pursuant to this Agreement.


(ii)                 
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report. The Operating Advisor shall be entitled to rely on the accuracy
and completeness of any information it is provided without liability for any such reliance






    	 	-301-	 



     


    


hereunder.
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 not be subject to any liability arising from its lack of access to Privileged Information.


(d)              
(i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and
is continuing prior to the utilization by the Special Servicer) of any of the calculations related to (i) Appraisal Reduction
Amounts or (ii) net present value in accordance with Section 1.02(i), the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate the accuracy of the mathematical calculations and the corresponding application
of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


(ii)                 
In connection with this Section 3.31(d), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special
Servicer and provide any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal
Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event
the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such
five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the
Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to
the Operating Advisor and the Special Servicer). 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 and shall be entitled to conclusively rely on such
third party’s determination (provided such third party has been selected with reasonable care by the Certificate Administrator).


(e)               
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor review will be limited to an after-the-action review of the reports, calculations and material described above (together
with any additional information and material reviewed by the operating advisor), and, therefore, it shall have no involvement with
respect to collateral substitutions, assignments, workouts,






    	 	-302-	 



     


    


modifications, consents,
waivers, insurance policies, mortgagor substitutions, lease changes or other similar actions that the Special Servicer may perform
under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan.


(i)                 
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan or Trust AB Whole Loan until after
the occurrence and during the continuance of [both a Control Termination Event and a related AB Control Appraisal Period. [EXCLUDE
for transactions that satisfy risk retention requirements through third party purchaser of horizontal residual interest]


(f)               
The Operating Advisor and its Affiliates shall keep all such labeled Privileged Information confidential and shall not,
without the prior written consent of the Special Servicer and (for so long as no Consultation Termination Event is continuing)
the Directing Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable Excluded Loan),
disclose such information to any other Person (including any Certificateholders which are not then included in the Control Eligible
Certificates, other than the Controlling Class Representative [and the RR Interest Owner]), other than (i) to the extent expressly
set forth herein, to the other parties to this Agreement with a notice indicating that such information is Privileged Information,
(ii) pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings or conclusions concerning
allegations of deviations from the Servicing Standard (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation
by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives “Privileged Information”
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the special servicer and, unless a Consultation Termination Event
has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable
Excluded Loan) and the Directing Certificateholder, disclose such Privileged Information to any person other than pursuant to a
Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


(g)              
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.02(c).


(h)              
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loans but not any Companion Loan), each REO Loan and Trust Subordinate Companion Loan. As to each Mortgage Loan, each REO Loan
and Trust Subordinate Companion Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate
and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, REO Loan or






    	 	-303-	 



     


    


Trust Subordinate
Companion Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan, REO Loan or
Trust Subordinate Companion Loan, as the case may be, and, in connection with any partial month interest payment, for the same
period respecting which any related interest payment due on the related Mortgage Loan or Trust Subordinate Companion Loan or deemed
to be due on such REO Loan is computed.


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.06(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.06(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee
is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the Special Servicer processing the Major Decision shall use efforts to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent
with the efforts that the Master Servicer or the Special Servicer processing the Major Decision would use to collect any Mortgagor-paid
fees owed to it in accordance with the Servicing Standard (taking into account whether or not such fees are provided for in the
related loan agreement), but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor
if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master
Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor will have no obligations or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any related
REO Property or (ii) with respect to any AB Mortgage Loan, prior to the occurrence and continuance of [both] an AB Control Appraisal
Period [and a Control Termination Event]; provided, further, that the Operating Advisor shall not be entitled to
an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


(i)                
Upon (i) the written direction of Holders of Non-Reduced Certificates evidencing not lease 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 provided that the proposed successor Operating Advisor is an Eligible Operating Advisor), (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 to all Certificateholders
[, the RR Interest Owner] and the Operating Advisor of such request by






    	 	-304-	 



     


    


posting such notice
on the Certificate Administrator’s Website in accordance with Section 4.02(b), and concurrently by mail. Upon the
written direction of holders of 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 will terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights
or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights (arising out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed
successor operating advisor will be appointed.


The Certificate Administrator
will include on each Distribution Date statement a statement that each Certificateholder [, RR Interest Owner] and beneficial owner
may access such notices on the Certificate Administrator’s Website and each Certificateholder [, RR Interest Owner] and beneficial
owner of Certificates may register to receive email notifications when such notices are posted on the website. The Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders [and the RR Interest Owner] for the reasonable
expenses of posting notices of such requests.


(j)                
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of holders
of Voting Rights representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the
Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided,
that no such termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that
it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating
Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special
Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Directing Certificateholder (but (for any Mortgage
Loan other than any applicable Excluded Loan and only if no [Control Termination Event][Operating Advisor Consultation Event] or
Consultation Termination Event has occurred) and the Certificateholders [, the Risk Retention Consultation Party, the RR Interest
Owner] and the 17g-5 Information Provider. 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.


(k)              
The holders of Voting Rights representing at least [__]% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate
administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event, the trustee and the certificate administrator will be
entitled to recover all costs and expenses incurred






    	 	-305-	 



     


    


by it in connection
with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


(l)                
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.31; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


(m)            
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder [and the Risk Retention Consultation Party], if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor
and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor
shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.31.


(n)              
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.31(h) and shall also remain entitled to any rights of indemnification
provided hereunder.


(o)              
The parties hereto agree, and the Certificateholders [and the RR Interest Owner] by their acceptance of their Certificates
[or RR Interest] shall be deemed to have agreed, that (i) subject to Section 6.03, the Operating Advisor shall have
no liability to any Certificateholder for any actions taken or for refraining from taking any actions under this Agreement, (ii) the
Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor
shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall
have no duty to any particular class of Certificates or particular Certificateholders [or RR Interest Owner], and (iv) the
Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of
1940, as amended.


(p)              
The Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy
clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or
arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.31. Notwithstanding
the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed
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






    	 	-306-	 



     


    


agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement.


(q)              
For the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations
that involve the same parties or Mortgagors involved in this securitization, any experience or knowledge gained by the Operating
Advisor from such other engagements may not be imputed to the Operating Advisor or its employees for this transaction; provided,
however, the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special
Servicer during its periodic meetings.



Section 3.32       
Additional Rights of the Holders of the Loan Specific Certificates. (a) With respect to the AB Whole Loan, the majority
Holder of the related Loan Specific Certificates shall be entitled to exercise the consent rights (to the extent it is the related
Loan Specific Directing Certificateholder hereunder, as set forth in Section 3.28 of this Agreement and in this Section
3.32), cure rights and purchase rights of the holder of the related Trust Subordinate Companion Loan and the right to post
additional collateral to avoid an AB Control Appraisal Period, to the extent set forth in the related Intercreditor Agreement,
in accordance with the terms of the such Intercreditor Agreement and this Agreement.


(b)              
The Certificate Administrator shall upon request, procure from the Depository, and forward to the Special Servicer and the
Master Servicer, the name and contact information of the majority Holder of the related beneficial owner of the related Loan Specific
Certificates. The Certificate Administrator shall have no liability for any inaccuracies on the list provided by the Depository
and is entitled to rely on such list. The Special Servicer and the Master Servicer shall not be responsible for verifying or validating
any information provided by the Certificate Administrator, or for monitoring or otherwise maintaining the accuracy of any information
thereon. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except
that if such expenses arise in connection with an event as to which such beneficial owner has review, consent or consultation rights
with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement, then such expenses
shall be at the expense of the Trust.


(c)               
The parties hereto acknowledge that a Holder of Loan Specific Certificates shall not (1) owe any fiduciary duty to the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer or any other Certificateholder or (2) have any liability
to the Trustee or the other Certificateholders for any action taken, or for refraining from the taking of any action pursuant to
the related Intercreditor Agreement or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance
of a Certificate shall be deemed to have confirmed its understanding that a Holder of Loan Specific Certificates (i) may take or
refrain from taking actions that favor its interests or the interests of its affiliates over such other Certificateholders, (ii)
may have special relationships and interests that conflict with the interests of the other Certificateholders and shall be deemed
to have agreed to take no action against a Holder of Loan Specific Certificates or any of its officers, directors, employees, principals
or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or
refrained from acting solely in its interest or in the interest of its affiliates.






    	 	-307-	 



     


    


(d)              
Purchase Option. The Holder of 100% of the Percentage Interest in the related Loan Specific Certificates shall have
the right to exercise the rights of the holder of the related Trust Subordinate Companion Loan under the related Intercreditor
Agreement, to purchase, upon the occurrence of certain specified events under the related Intercreditor Agreement, the related
AB Mortgage Loan from the Trust, subject to the terms, conditions and limitations set forth in, and at the price specified in the
related Intercreditor Agreement. The parties hereto agree to take such actions contemplated by such Intercreditor Agreement as
may be expressly contemplated thereby, or otherwise reasonably necessary, to allow such Holder to purchase the related AB Mortgage
Loan from the Trust. Such purchase right of such Holder of the related Loan Specific Certificates shall be superior to the corresponding
purchase options set forth in Section 3.16(b) of this Agreement.


In connection with
any purchase of the related AB Mortgage Loan, pursuant to or as contemplated by the preceding paragraph, the Master Servicer or
the Special Servicer shall (i) if it receives the applicable purchase price (as provided in the related Participation Agreement)
and/or any other amounts payable in connection with the purchase, deposit same, or remit same to the Master Servicer for deposit,
as applicable, into the Master Servicer’s Collection Account and so notify the Trustee; and (ii) deliver the related Servicing
File to the Person effecting the purchase or its designee. In addition, upon its receipt of a Request for Release from the Master
Servicer, the Trustee or Custodian shall: (i) deliver the related Mortgage File to the Person effecting the purchase or its designee;
and (ii) execute and deliver such endorsements, assignments and instruments of transfer as shall be provided to it and are reasonably
necessary to vest ownership of such AB Whole Loan in the appropriate transferee, without recourse, representations or warranties.


(e)               
Cure Rights. The related Loan Specific Directing Certificateholder on behalf of the related Loan Specific Certificates
shall have the right to exercise the rights of the holder of the related Trust Subordinate Companion Loan under the related Intercreditor
Agreement, to receive notices, upon the occurrence of certain events of default under the related Whole Loan specified under the
related Intercreditor Agreement, and to cure the related default, subject to the terms, conditions and limitations set forth in
the related Intercreditor Agreement. The parties hereto agree to take such actions contemplated by such Intercreditor Agreement
as may be expressly contemplated thereby, or otherwise reasonably necessary, to allow such Holder to effect such cure.


(f)               
Consent and Consultation Rights. As further provided in Section 3.28 of this Agreement, the related Loan Specific
Directing Certificateholder on behalf of the related Loan Specific Certificates (or its representative) shall have the right to
exercise the consent and consultation rights of the holder of the related Trust Subordinate Companion Loan under the related Intercreditor
Agreement. In connection therewith, such Loan Specific Directing Certificateholder shall have the right to post additional collateral
in accordance with the terms and conditions of the related Intercreditor Agreement in order to maintain its status as the related
Loan Specific Directing Certificateholder for the AB Whole Loan.


(g)              
Prior to the Master Servicer or Special Servicer, as applicable, (i) obtaining the consent of, or consulting with the related
Loan Specific Directing Certificateholder to the extent provided for under the related Intercreditor Agreement and/or under this
Agreement, (ii) delivering any Asset Status Report to a Holder of the related Loan Specific






    	 	-308-	 



     


    


Certificates as the
related Loan Specific Directing Certificateholder, (iii) permitting the exercise of any cure rights in accordance with the related
Intercreditor Agreement, or (iv) permitting a Holder of the related Loan Specific Certificates to exercise any purchase option
under the related Intercreditor Agreement, such Loan Specific Directing Certificateholder shall have delivered an Investor Certification
to the Master Servicer or the Special Servicer, as applicable.


(h)              
At any time an AB Whole Loan is not part of the Trust (including following the exercise by the Holder of the related Loan
Specific Certificates of its option to purchase such AB Mortgage Loan pursuant to Section 3.32(d) above), the Master Servicer
or Special Servicer shall have no obligation to service the related Trust Subordinate Companion Loan and shall service such Trust
Subordinate Companion Loan only until such time such Trust Subordinate Companion Loan is removed from the Trust pursuant to Section
3.16(m) of this Agreement.


Section 3.33       
Credit Risk Retention.


(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 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 Mortgage 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 Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall cause the [ORIGINATOR], prior
to [ORIGINATOR’S] acquisition of Certificates that constitute the Required Sponsor 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






    	 	-309-	 



     


    



17 C.F.R. § 246.2,
..3, .4, .11 and .12, and (ii) not to transfer, directly or indirectly, its Required Sponsor 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.


Section 3.34       
Delivery of Excluded Information to the Certificate Administrator.


(a)               
Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers
to the Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate
Administrator via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files
labeled “Excluded Information” followed by the applicable loan name and loan file to [EMAIL ADDRESS]. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.34(a) shall
not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.34(a) shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.14. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any
Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.34(a) until such party has received written
notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit L-1E to this Agreement. Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting Excluded Information,
such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.14.


(b)              
Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance
with Section 4.02(j) of this Agreement.


Section 3.35       
[Resignation Upon Prohibited Risk Retention Affiliation.






    	 	-310-	 



     


    


[APPLICABLE TO OFFERINGS
THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST] Under the Risk Retention
Rule, any Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition
exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator
or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in such
case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee
receiving written notice by any other party to this Agreement, the Third Party Purchaser, the Sponsor or any Underwriter or Initial
Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible
TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has
become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (in such case, an “Impermissible
Operating Advisor Affiliate” and “Impermissible Asset Representations Reviewer Affiliate”, respectively;
and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations
Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), such Impermissible Risk Retention Affiliate
shall be required to promptly notify the Sponsor and the other parties to this Agreement and resign in accordance with Section
3.31, Section 6.04, Section 8.07 or Section 11.03 as applicable. The resigning Impermissible Risk Retention
Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the issuing entity
and each Rating Agency in connection with such resignation as and to the extent required under this Agreement; provided,
however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser
acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate,
then such costs and expenses will be an expense of the issuing entity.]


Article IV


DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01       
Distributions. (a) On each Distribution Date, immediately following the distributions on the Loan Specific REMIC
Regular Interests as set forth in Section 4.01A, amounts held in the Lower-Tier Distribution Account shall be withdrawn
(to the extent of the [Certificate] Available Funds, including or reduced by, to the extent required by Section 3.05(e)
of this Agreement, the Withheld Amounts, plus any amount withdrawn from the Gain-on-Sale Reserve Account pursuant to Section 3.05(i)
of this Agreement) in the case of all Classes of Pooled Lower-Tier Regular Interests, but excluding the Loan Specific Available
Funds (such amount, the “Lower-Tier Distribution Amount”). On each Distribution Date, distributions in respect
of principal shall be deemed to have been made on each Class of Pooled Lower-Tier Regular Interests in an amount equal to the amount
of principal actually distributed on its respective Corresponding Certificates as provided in Section 4.01(b) of this
Agreement. As of any date, the principal balance of each Pooled Lower-Tier Regular Interest shall equal the Lower-Tier Principal
Balance thereof. On each Distribution Date, distributions of interest made






    	 	-311-	 



     


    

in respect of any Class of Pooled Regular Certificates
or any Class [PEZ] Regular Interest on each Distribution Date pursuant to Section 4.01(b) or Section 9.01
of this Agreement 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 to this Agreement; provided that each
Lower-Tier Regular Interest shall be deemed to have received distributions in respect of interest in an amount equal to the Interest
Accrual Amount and Class Interest Shortfalls in respect of the [INTEREST ONLY CLASS] Strip Rate or [INTEREST ONLY CLASS] Strip
Rate of its Corresponding Component, in each case to the extent actually distributed thereon as provided in Section 4.01(b)
of this Agreement.


All distributions
of reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Sequential Pay Certificates
(other than any Exchangeable Certificates) or any Class [PEZ] Regular Interest on each Distribution Date pursuant to Section 4.01(b)
of this Agreement 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 to this Agreement; provided, that distributions
of reimbursements of Realized Losses and Additional Trust Fund Expenses shall be made in sequential order of the priority set forth
in this Section 4.01(a) for principal distributions, up to the amount of Realized Losses and Additional Trust Fund
Expenses previously allocated to a particular Lower-Tier Regular Interest corresponding to such Class of Certificates or such Class
[PEZ] Regular Interest, as applicable. For the avoidance of doubt, (i) reimbursements of Realized Losses and Additional Trust Fund
Expenses on the Class [__] Certificates and the Class [PEZ] Component [___] under Section 4.01(a) shall be deemed to
have been first distributed in respect of the Class [__] Interest to the Upper-Tier REMIC in respect of the Class [__] Regular
Interest, (ii) reimbursements of Realized Losses and Additional Trust Fund Expenses on the Class [__] Certificates and the Class
[PEZ] Component [___] under Section 4.01(a) 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 [__] Regular Interest, and (iii) reimbursements of Realized Losses
and Additional Trust Fund Expenses on the Class [__] Certificates and the Class [PEZ] Component [___] under Section 4.01(a)
shall be deemed to have been first distributed in respect of the Class [__] Interest to the Upper-Tier REMIC in respect of the
Class [__] Regular Interest.


On each Distribution
Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance Charge then on
deposit in the Lower-Tier Distribution Account (other than with respect to the Trust Subordinate Companion Loan) and received during
or prior to the related Collection Period to the Lower-Tier Regular Interests in proportion to the amount of principal deemed distributed
to each Class of Lower-Tier Regular Interests on such Distribution Date pursuant to this Section 4.01(a).


The Certificate Administrator
shall be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and any Yield Maintenance
Charges (other than with respect to the Trust Subordinate Companion Loan) distributed to the Upper-Tier REMIC pursuant to this
Section 4.01(a) into the Upper-Tier Distribution Account. Any amount in respect of the Mortgage Pool that remains in
the Lower-Tier Distribution Account on each Distribution Date after the deemed distribution described in the preceding sentence
shall be distributed to the Holders of the Class [R] Certificates with respect to the Class






    	 	-312-	 



     


    


[LTR] Interest (but
only to the extent of such amount for such Distribution Date remaining in the Lower-Tier Distribution Account, if any).


(b)              
On each Distribution Date occurring prior to the Cross-Over Date, the Certificate Administrator shall withdraw from the
Upper-Tier Distribution Account the amounts deposited in the Upper-Tier Distribution Account in respect of such Distribution Date
pursuant Section 4.01(a) of this Agreement, and distribute such amount to the Holders of the Regular Certificates and
to the Class [PEZ] Distribution Account in respect of the Class [PEZ] Regular Interests in the amounts and in the order of priority
set forth below:


(i)               
First, to the [SENIOR CLASSES][INTEREST ONLY CLASSES] Certificates, in respect of interest, up to an amount equal
to, and pro rata in accordance with, the respective aggregate Interest Accrual Amount for those Classes;


(ii)               
Second, to the [SENIOR CLASSES] Certificates, in reduction of the Certificate Balances thereof, in the following
priority:


(A)            
first, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount for such Distribution Date, until the Certificate Balance of such Class is reduced to the Class [__]
Planned Principal Balance;


(B)             
second, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount (or the portion of it remaining after distributions on the Class [__] Certificates pursuant to (A)
above in this clause (b)(iii)) for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


(C)             
third, to the Class [__] Certificates, in reduction of Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount (or the portion of it remaining after distributions on the Class [__] and Class [__] Certificates
pursuant to (A) and (B) above in this clause (b)(iii)) for such Distribution Date, until the aggregate Certificate Balance
of such Class is reduced to zero;


(D)            
fourth, to the Class [__] Certificates in reduction of the Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount (or the portion of it remaining after distributions on the Class [__], Class [__] and Class [__]
Certificates pursuant to (A), (B) and (C) above in this clause (b)(iii)) for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


(E)             
fifth, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount (or the portion of it remaining after distributions on the Class [__], Class [__], Class [__] and
Class [__] Certificates pursuant to (A), (B), (C) and (D) above in this clause (b)(iii)) for such Distribution Date, until
the Certificate Balance of such Class is reduced to zero; and






    	 	-313-	 



     


    

(F)              
sixth, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the [Aggregate]
Principal Distribution Amount (or the portion of it remaining after distributions on the Class [__], Class [__], Class [__], Class
[__] and Class [__] Certificates pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(iii)) for such Distribution
Date, until the Certificate Balance of such Class is reduced to zero;


(iii)               
Third, to the [SENIOR CLASSES] Certificates, to the extent not distributed pursuant to all prior clauses, for the
unreimbursed amounts of Realized Losses, if any, an amount equal to, and pro rata based upon, the aggregate of such unreimbursed
Realized Losses previously allocated to those Classes of Certificates;


(iv)               
Fourth, to the Class [PEZ] Component [___] in respect of interest, up to an amount equal to the Class [__] Percentage
Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [PEZ] Component [___], and to the [EXCHANGE
CLASS] certificates, in respect of interest, up to an amount equal to the Class [__]-Exchange Percentage Interest multiplied by
the aggregate Interest Distribution Amount with respect to the Class [PEZ] Component [___], pro rata in proportion to their
respective percentage interests in the Class [__] Regular Interest;


(v)               
Fifth, to the Class [PEZ] Component [___] in reduction of the Certificate Balance thereof, an amount equal to the
Class [PEZ] Component [___] multiplied by the [Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal Distribution
Amount distributed pursuant to all prior clauses, and to the [EXCHANGE CLASS] certificates, in reduction of their Certificate Balance,
up to an amount equal to the Class [__]-Exchange Percentage multiplied by the [Aggregate] Principal Distribution Amount for such
Distribution Date, less the portion of such[Aggregate] Principal Distribution Amount distributed pursuant to all prior clauses,
pro rata in proportion to their respective percentage interests in the Class [PEZ] Component [___], until the Certificate
Balance of the Class [PEZ] Component [___] is reduced to zero;


(vi)               
Sixth, to the Class [PEZ] Component [___], up to an amount equal to the Class [__] Percentage Interest multiplied
by the aggregate of unreimbursed Realized Losses previously allocated to the Class [PEZ] 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 [EXCHANGE CLASS] certificates, up to an amount equal to the Class [__]-Exchange Percentage
Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class [PEZ] 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
[PEZ] Component [___];


(vii)               
Seventh, to the Class [PEZ] Component [___] in respect of interest, up to an amount equal to the Class [__] Percentage
Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [PEZ] Component [___], and to the [EXCHANGE
CLASS] certificates, in respect of interest, up to an amount equal to the Class [__]-Exchange Percentage Interest multiplied by
the aggregate Interest Distribution






    	 	-314-	 



     


    



Amount with
respect to the Class [PEZ] Component [___], pro rata in proportion to their respective percentage interests in the Class
[__] Regular Interest;


(viii)               
Eighth, to the Class [PEZ] Component [___] in reduction of the Certificate Balance thereof, an amount equal to the
Class [PEZ] Component [___] multiplied by the [Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal Distribution
Amount distributed pursuant to all prior clauses, and to the [EXCHANGE CLASS] certificates, in reduction of their Certificate Balance,
up to an amount equal to the Class [__]-Exchange Percentage multiplied by the [Aggregate] Principal Distribution Amount for such
Distribution Date, less the portion of such [Aggregate] Principal Distribution Amount distributed pursuant to all prior clauses,
pro rata in proportion to their respective percentage interests in the Class [PEZ] Component [___], until the Certificate
Balance of the Class [PEZ] Component [___] is reduced to zero;


(ix)               
Ninth, to the Class [PEZ] Component [___], up to an amount equal to the Class [__] Percentage Interest multiplied
by the aggregate of unreimbursed Realized Losses previously allocated to the Class [PEZ] 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 [EXCHANGE CLASS] certificates, up to an amount equal to the Class [__]-Exchange Percentage
Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class [PEZ] 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
[PEZ] Component [___];


(x)               
Tenth, to the Class [__]Trust Component in respect of interest, up to an amount equal to the Class [__] Percentage
Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [PEZ] Component [___], and to the [EXCHANGE
CLASS] certificates, in respect of interest, up to an amount equal to the Class [__]-Exchange Percentage Interest multiplied by
the aggregate Interest Distribution Amount with respect to the Class [PEZ] Component [___], pro rata in proportion to their
respective percentage interests in the Class [__] Regular Interest;


(xi)               
Eleventh, to the Class [PEZ] Component [___] in reduction of the Certificate Balance thereof, an amount equal to
the Class [PEZ] Component [___] multiplied by the [Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal
Distribution Amount distributed pursuant to all prior clauses, and to the [EXCHANGE CLASS] certificates, in reduction of their
Certificate Balance, up to an amount equal to the Class [__]-Exchange Percentage multiplied by the [Aggregate] Principal Distribution
Amount for such Distribution Date, less the portion of such [Aggregate] Principal Distribution Amount distributed pursuant to all
prior clauses, pro rata in proportion to their respective percentage interests in the Class [PEZ] Component [___], until
the Certificate Balance of the Class [PEZ] Component [___] is reduced to zero;


(xii)               
Twelfth, to the Class [PEZ] Component [___], up to an amount equal to the Class [__] Percentage Interest multiplied
by the aggregate of unreimbursed Realized






    	 	-315-	 



     


    



Losses previously
allocated to the Class [PEZ] 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 [EXCHANGE CLASS] certificates,
up to an amount equal to the Class [__]-Exchange Percentage Interest multiplied by the aggregate of unreimbursed Realized
Losses previously allocated to the Class [PEZ] 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 [PEZ] Component [___];


(xiii)               
Thirteenth, to the Class [__] Certificates in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class;


(xiv)               
Fourteenth, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
[Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xv)               
Fifteenth, to the Class [__] Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed
amounts of Realized Losses, if any, up to an amount equal to the aggregate of such 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 Realized
Loss was allocated to such Class;


(xvi)               
Sixteenth, to the Class [__] Certificates in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class;


(xvii)               
Seventeenth, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to
the [Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal Distribution Amount distributed pursuant to
all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xviii)               
Eighteenth, to the Class [__] Certificates, to the extent not distributed pursuant to all prior clauses, for the
unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such 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 Realized Loss was allocated to such Class;


(xix)               
Nineteenth, to the Class [__] Certificates in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class;


(xx)               
Twentieth, to the Class [__] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
[Aggregate] Principal Distribution Amount less amounts of [Aggregate] Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xxi)               
Twenty-first, to the Class [__] Certificates, to the extent not distributed pursuant to all prior clauses, for the
unreimbursed amounts of Realized Losses, if any, up






    	 	-316-	 



     


    



to an amount
equal to the aggregate of such 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 Realized Loss was allocated to such Class;


(xxii)               
Twenty-second, to the Class [R] Certificates, any amounts remaining in the Upper-Tier Distribution Account.


Notwithstanding the
foregoing, on each Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal payments
described in priority Second above, the [Aggregate] Principal Distribution Amount for such Distribution Date will be distributed
to the [SENIOR CLASSES] Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective
Certificate Balances, until the Certificate Balance of each such Class of Certificates is reduced to zero.


(c)               
Amounts distributed on the Class [PEZ] Regular Interests pursuant to Section 4.01(a) shall be further distributed
from the Class [PEZ] 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 [__] Regular Interest under Section
4.01(b), the aggregate amount so distributed on the Class [__] Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class [__] Certificates and the Class [PEZ] Certificates in
the follow amounts and in the following order of priority:


(A)            
first, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(v),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(v);


(B)             
second, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(vi),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(a)(vi);


(C)             
third, concurrently, to the Class [__] Certificates in respect of principal, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section 4.01(b)(vii),
and on the Class [PEZ] Certificates in respect of principal on Class [PEZ] Component [___], up to an amount equal to the Class
[__]-Exchange Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section
4.01(b)(vii); and






    	 	-317-	 



     


    





(D)            
fourth, concurrently, to the Class [__] Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class [__] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class [__]
Regular Interest under Section 4.01(b)(viii), and on the Class [PEZ] Certificates in respect of unreimbursed Realized Losses
on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange Percentage Interest of the amount distributed
in respect of unreimbursed Realized Losses on the Class [__] Regular Interest under Section 4.01(b)(viii).


(ii)               
On each Distribution Date, simultaneously with the distributions made on the Class [__] Regular Interest under Section
4.01(b), the aggregate amount so distributed on the Class [__] Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class [__] Certificates and the Class [PEZ] Certificates in
the follow amounts and in the following order of priority:


(A)            
first, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(ix),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(ix);


(B)             
second, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(x),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(x);


(C)             
third, concurrently, to the Class [__] Certificates in respect of principal, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section 4.01(b)(xi),
and on the Class [PEZ] Certificates in respect of principal on Class [PEZ] Component [___], up to an amount equal to the Class
[__]-Exchange Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section
4.01(b)(xi); and


(D)            
fourth, concurrently, to the Class [__] Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class [__] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class [__]
Regular Interest under Section 4.01(b)(xii), and on the Class [PEZ] Certificates in respect of unreimbursed Realized Losses
on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange Percentage Interest of the amount distributed
in respect of unreimbursed Realized Losses on the Class [__] Regular Interest under Section 4.01(b)(xii).






    	 	-318-	 



     


    


(iii)               
On each Distribution Date, simultaneously with the distributions made on the Class [__] Regular Interest under Section
4.01(b), the aggregate amount so distributed on the Class [__] Regular Interest on such Distribution Date shall be further
distributed by the Certificate Administrator to the Holders of the Class [__] Certificates and the Class [PEZ] Certificates in
the follow amounts and in the following order of priority:


(A)            
first, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(xiii),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(xiii);


(B)             
second, concurrently, to the Class [__] Certificates in respect of interest, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(xiv),
and on the Class [PEZ] Certificates in respect of interest on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange
Percentage Interest of the amount distributed in respect of interest on the Class [__] Regular Interest under Section 4.01(b)(xiv);


(C)             
third, concurrently, to the Class [__] Certificates in respect of principal, up to an amount equal to the Class [__]
Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section 4.01(b)(xv),
and on the Class [PEZ] Certificates in respect of principal on Class [PEZ] Component [___], up to an amount equal to the Class
[__]-Exchange Percentage Interest of the amount distributed in respect of principal on the Class [__] Regular Interest under Section
4.01(b)(xv); and


(D)            
fourth, concurrently, to the Class [__] Certificates in respect of unreimbursed Realized Losses, up to an amount
equal to the Class [__] Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class [__]
Regular Interest under Section 4.01(b)(xvi), and on the Class [PEZ] Certificates in respect of unreimbursed Realized Losses
on Class [PEZ] Component [___], up to an amount equal to the Class [__]-Exchange Percentage Interest of the amount distributed
in respect of unreimbursed Realized Losses on the Class [__] Regular Interest under Section 4.01(b)(xvi).


(iv)               
The various amounts distributable on the Class [PEZ] Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(c) shall be so distributed in a single, aggregate distribution.


(d)              
[Distributions of RR Interest Available Funds. On each Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account with respect to the LRI Uncertificated Interest in the amount of the RR Interest Available Funds, in the amounts and priorities
set forth below, and immediately thereafter, shall






    	 	-319-	 



     


    


make a distribution
thereof from the Upper-Tier REMIC Distribution Account, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


(i)               
first, to the RR Interest Owner, in respect of interest, up to an amount equal to the RR Interest Distribution Amount
for such Distribution Date;


(ii)               
second, to the RR Interest Owner, in reduction of the RR Interest Balance, up to an amount equal to the RR Interest
Principal Distribution Amount for such Distribution Date until the outstanding RR Interest Balance has been reduced to zero;


(iii)               
third, to the RR Interest Owner, up to an amount equal to the unreimbursed RR Interest Realized Losses previously
allocated to the RR Interest, plus interest on that amount equal to the RR Interest Realized Loss Interest Distribution Amount
on such Distribution Date;


provided, however, that
to the extent any RR Interest Available Funds remain in the Upper-Tier REMIC Distribution Account after applying amounts set forth
in clauses (i)-(iii) above, any such amounts so remaining shall be disbursed to the Holders of the Class R Certificates
in respect of the Class UR Interest.]


(e)               
On each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier
Regular Interests pursuant to Section 4.01(a) of this Agreement, [the RRI Percentage of any Prepayment Premiums and
Yield Maintenance Charges collected on the Mortgage Loans as of the related Determination Date shall be distributed to the RR Interest
Owner, and the Non-RRI Percentage of] any Prepayment Premiums and Yield Maintenance Charges received in the related Collection
Period (other than any such amounts in respect of the Trust Subordinate Companion Loan) from amounts deposited in the Upper-Tier
Distribution Account pursuant to Section 3.05(f) of this Agreement, shall be distributed as follows:


Prepayment Premiums
and Yield Maintenance Charges received with respect to the Mortgage Loans (other than any such amounts in respect of the Trust
Subordinate Companion Loan) shall be distributed to the Class [__], Class [__], Class [__], Class [__], Class [__] and Class [__]
Certificates and the Class [__], Class [__] and Class [__] Regular Interests in an amount equal to, in the case of each such Class,
the product of (a) a fraction, not greater than one, the numerator of which is the amount distributed as principal to
such Class on such Distribution Date, and whose denominator is the total amount distributed as principal to the Class [__], Class
[__], Class [__], Class [__], Class [__] and Class [__] Certificates and the Class [__], Class [__] and Class [__] Regular Interests
on such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates
or Regular Interest and (c) the aggregate amount of the Prepayment Premiums (other than any such amounts in respect of the
Trust Subordinate Companion Loan) or the Yield Maintenance Charges (other than any such amounts in respect of the Trust Subordinate
Companion Loan), as applicable, collected on such Principal Prepayment during the related Collection Period.


On each Distribution
Date, any Yield Maintenance Charges or Prepayment Premiums distributed in respect of the Class [__] Regular Interest shall be further
allocated






    	 	-320-	 



     


    


between and distributed
on the Class [__] Certificates and the Class [PEZ] Component [___] (and correspondingly on the Class [PEZ] Certificates), pro
rata in proportion to the Class [__] Percentage Interest and Class [__]-Exchange Percentage Interest, respectively. On each
Distribution Date, any Yield Maintenance Charges or Prepayment Premiums distributed in respect of the Class [__] Regular Interest
shall be further allocated between and distributed on the Class [__] Certificates and the Class [PEZ] Component [___] (and correspondingly
on the Class [PEZ] Certificates), pro rata in proportion to the Class [__] Percentage Interest and Class [__]-Exchange Percentage
Interest, respectively. On each Distribution Date, any Yield Maintenance Charges or Prepayment Premiums distributed in respect
of the Class [__] Regular Interest shall be further allocated between and distributed on the Class [__] Certificates and the Class
[PEZ] Component [___] (and correspondingly on the Class [PEZ] Certificates), pro rata in proportion to the Class [__] Percentage
Interest and Class [__]-Exchange Percentage Interest, respectively.


Prepayment Premiums
and Yield Maintenance Charges received with respect to the Trust Subordinate Companion Loan shall be distributed to the [LOAN SPECIFIC
CLASS] Certificates.


Any Yield Maintenance
Charges or Prepayment Premiums collected during the related Collection Period (other than any such amounts in respect of the Trust
Subordinate Companion Loan) remaining after such distributions described in the preceding paragraphs (the “IO Group YM
Distribution Amount”) shall be allocated and distributed in the following manner:


(i)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
aggregate amount of principal distributed on the Class [__], Class [__], Class [__], Class [__], Class [__] Certificates and the
Class [__] Regular Interest on such Distribution Date and the denominator of which is the total [Aggregate] Principal Distribution
Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


(ii)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class [__] Regular Interest and the Class [__] Regular Interest on such Distribution Date
and the denominator of which is the total [Aggregate] Principal Distribution Amount for such Distribution Date, multiplied by (b),
the IO Group YM Distribution Amount;


(iii)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class [__] Certificates on such Distribution Date and the denominator of which is the total [Aggregate]
Principal Distribution Amount for such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;


(iv)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class [__] Certificates on such Distribution Date and the denominator of which is the total [Aggregate]
Principal Distribution Amount for such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;






    	 	-321-	 



     


    




(v)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class [__] Certificates on such Distribution Date and the denominator of which is the total [Aggregate]
Principal Distribution Amount for such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;


(vi)               
to the Class [__] Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class [__] Certificates on such Distribution Date and the denominator of which is the total [Aggregate]
Principal Distribution Amount for such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount; and


(vii)               
on the Class [__] Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of
the Class [__], Class [__], Class [__], Class [__], Class [__] and Class [__] Certificates described in clauses (i) through (vi)
above.


(f)               
On each Distribution Date, the Certificate Administrator shall withdraw amounts from (i) the Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts (i) (other than any amounts
allocable to the Trust Subordinate Companion Loan) to reimburse the Holders of the Regular Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the [Certificate]
Available Funds for such Distribution Date [and] (ii) [from the RR Interest Gain-on-Sale Reserve Account (other than amounts with
respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the RR Interest Owner (first deeming such
amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all RR Interest Realized
Losses, if any, previously deemed allocated to the RR Interest and unreimbursed after application of the RR Interest Available
Funds for such Distribution Date and (iii)] with respect to any amount allocable to a Trust Subordinate Companion Loan, to
reimburse the Holders of the Class [LOAN-SPECIFIC] Certificates up to an amount equal to all [LOAN-SPECIFIC] Realized Losses, if
any, previously deemed allocated to them and unreimbursed after application of the [LOAN-SPECIFIC] Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account [or the RR Interest Gain-on-Sale Reserve Account ] will not reduce the
Certificate Balances of the Classes of Certificates receiving such distributions [or the RR Interest Balance, as applicable]. Any
amounts remaining (1) in the Gain-on-Sale Reserve Account after such distributions shall be applied (i) (other than any amounts
allocable to the Trust Subordinate Companion Loan) to offset future Realized Losses with respect to the Principal Balance Certificates
and related Realized Losses in each case allocable to the Regular Certificates, (ii) in the RR Interest Gain-on-Sale Reserve Account
after such distributions shall be held and applied to offset future RR Interest Realized Losses with respect to the RR Interest
and (iii) (with respect to any amount allocable to the Trust Subordinate Companion Loan) to offset future [LOAN-SPECIFIC]
Realized Losses with respect to the Class [LOAN-SPECIFIC] Certificates and related [LOAN-SPECIFIC] Realized Losses allocable to
the Class [LOAN-SPECIFIC] Certificates. Upon termination of the Trust, any amounts remaining in






    	 	-322-	 



     


    


the Gain-on-Sale Reserve
Account shall be distributed to the Class [R] Certificateholders from the Lower-Tier REMIC in respect of the Class LR Interest.


(g)              
On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b),
the Certificate Administrator shall calculate the amount, if any, of Realized Losses. Any allocation of Realized Losses to any
Class of Regular Certificates (other than the [INTEREST ONLY CLASSES] Certificates) and the Class [PEZ] Regular Interests shall
be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to any Class of
Regular Certificates (other than the [INTEREST ONLY CLASSES] Certificates) and the Class [PEZ] Regular Interests shall be allocated
among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of
Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust Fund. Reimbursement of previously
allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction
in the Certificate Balance of the Class of Certificates or Regular Interest in respect of which any such reimbursement is made.
To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans and previously resulted in a reduction of the [Aggregate] Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Classes of Regular Certificates
or Regular Interests (other than the [INTEREST ONLY CLASSES] Certificates) that previously were allocated Realized Losses, first,
to the [SENIOR CLASSES] Certificates, pro rata, then to the Class [__] Regular Interest (and, correspondingly, the
Class [__] Certificates and the Class [PEZ] Component [___], pro rata based on their respective Tranche Percentage Interests
therein), then, to the Class [__] Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ]
Component [___], pro rata based on their respective Tranche Percentage Interests therein), then, to the Class [__]
Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based
on their respective Tranche Percentage Interests therein), and then, to the remainder of the Regular Certificates (other
than the [INTEREST ONLY CLASSES] Certificates) in sequential order, in each case up to the amount of the unreimbursed Realized
Losses allocated to such Class of Certificates or such Class [PEZ] Regular Interest. If the Certificate Balance of any Class of
Certificates or any Regular Interest is so increased, the amount of unreimbursed Realized Losses of such Class of Certificates
or such Regular Interest shall be decreased by such amount.


The Certificate Balances
of each Class of Regular Certificates (other than the [INTEREST ONLY CLASSES] Certificates) and Class [PEZ] Regular Interest will
be reduced without distribution on any Distribution Date as a write-off to the extent of any Realized Losses allocated to such
Class of Certificates or such Class [PEZ] Regular Interest with respect to such date. Any such write-offs will be applied to the
Classes of Regular Certificates (other than the [INTEREST ONLY CLASSES] Certificates) and the Class [PEZ] Regular Interests in
the following order, in each case until the Certificate Balance of such Class or Regular Interest is reduced to zero: first,
to the Class [__] Certificates; second, to the Class [__] Certificates; third, to the Class [__] Certificates; fourth,
to the Class [__] Certificates; fifth, to the Class [__] Certificates; sixth, to the Class [__] Regular Interest
(and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based on their respective
Tranche Percentage Interests therein); seventh, to the Class [__] Regular Interest (and, correspondingly,






    	 	-323-	 



     


    


the Class [__] Certificates
and the Class [PEZ] Component [___], pro rata based on their respective Tranche Percentage Interests therein); eighth,
to the Class [__] Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___], pro
rata based on their respective Tranche Percentage Interests therein); and finally, to the [SENIOR CLASSES] Certificates,
pro rata, based on their respective Certificate Balances. Any amounts recovered in respect of amounts previously written
off as Realized Losses shall be distributed on the Classes of Regular Certificates (other than the [INTEREST ONLY CLASSES] Certificates)
and the Class [PEZ] Regular Interests as a recovery of Realized Losses previously allocated to such Classes of Regular Certificates
or Regular Interests in reverse order of allocation of Realized Losses thereto in accordance with Section 4.01(b) of
this Agreement (and any amounts so distributed on any Class [__] Regular Interest shall be distributed on such Class of Class [__],
Class [__] or Class [__] Certificates corresponding to that Class [PEZ] Regular Interest and the corresponding component of the
Class [PEZ] Certificates, pro rata based on their respective Tranche Percentage Interests in such Class [PEZ] Regular Interest).
Additional Trust Fund Expenses and shortfalls in Available Funds due to extraordinary expenses of the Trust Fund (including indemnification
expenses), a reduction in the Mortgage Rate on a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant
to any of its equitable powers, or otherwise, shall be treated as and allocated in the same manner as Realized Losses.


With respect to any
Distribution Date, any Realized Losses allocated pursuant to Section 3.06 of this Agreement with respect to such Distribution
Date shall reduce the Lower-Tier Principal Balances of the Pooled Lower-Tier Regular Interests as a write-off and shall be allocated
among the Pooled Lower-Tier Regular Interests in the same priority as the Class of Corresponding Certificates.


(h)              
All amounts distributable 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, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or
other entity located in the United States and having appropriate facilities therefor if such Holder shall have provided the Paying
Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or (ii) otherwise, by
check mailed by first-class mail to the address set forth therefor in the Certificate Register. 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 Holders of such final distribution.


(i)                
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate
Administrator shall, as soon as reasonably practicable within the month preceding the month in which the final distribution with
respect to any Class of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice
to the effect that:


(A)            
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






    	 	-324-	 



     


    


presentation and
surrender of such Certificates at the office of the Certificate Administrator therein specified, and


(B)             
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after
such Distribution Date;


provided, that the Class [R]
Certificates shall remain outstanding until no other Class of Certificates, the Loan Specific REMIC Regular Interests, the Lower-Tier
Regular Interests or Class [PEZ] Regular Interests are outstanding.


Any funds not distributed
to any Holder or Holders of such Classes of Certificates 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 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 months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining non-tendering Holders 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
Holders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such
Holders 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 distribute 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 Holder on any amount held hereunder or by the Certificate Administrator as a result
of such Holder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(i).
Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain
realized from investment of such funds shall accrue for its benefit.


(j)                
Shortfalls in Available Funds resulting from Excess Prepayment Interest Shortfalls shall be allocated to, and Compensating
Interest Payments shall be deemed distributed to, each Class of Regular Certificates, the Class [__] Regular Interest (and, correspondingly,
the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based on their respective Tranche Percentage Interests
therein), the Class [__] Regular Interest (and, correspondingly, the Class [__] Certificates and the Class [PEZ] Component [___],
pro rata based on their respective Tranche Percentage Interests therein) and the Class [__] Regular Interest (and, correspondingly,
the Class [__] Certificates and the Class [PEZ] Component [___], pro rata based on their respective Tranche Percentage Interests
therein) and, in each case, correspondingly to the respective Class of Corresponding Lower-Tier Regular Interests, pro rata,
based upon the Interest Accrual Amount distributable to each such Class of Certificates or Regular Interest prior to reduction
by such Excess Prepayment Interest Shortfalls. Compensating Interest Payments shall be deposited by the Master Servicer into the
Collection Account on or prior to the Master Servicer Remittance Date.






    	 	-325-	 



     


    


(k)              
On the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver
to the Certificate Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the
Mortgage Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on
the immediately preceding Master Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement.


(l)                
[Reserved.]


(m)            
The various amounts distributable on the Class [PEZ] Certificates on each Distribution Date under Section 4.01(c),
Section 4.01(e) and Section 4.01(f) in respect of Interest Accrual Amounts, Class Interest Shortfalls, [Aggregate]
Principal Distribution Amounts, reimbursements of Realized Losses, Yield Maintenance Charges and Gain-on-Sale Proceeds allocated
to any of the Class [PEZ] Components pursuant to the terms of this Agreement shall be so distributed in a single, aggregate distribution
to the Holders of the Class [PEZ] Certificates on such Distribution Date. In addition, the Class [PEZ] Certificates shall be allocated
the aggregate amount of Realized Losses, Net Prepayment Interest Shortfalls and other interest shortfalls (including those resulting
from Appraisal Reduction Events) that are allocated to the Class [PEZ] Components pursuant to the terms of this Agreement.


(n)              
On each Distribution Date, [the Non-RRI Percentage of] any Excess Interest received with respect to each ARD Loan during
the related Collection Period shall be distributed to the Holders of the [ARD CLASS] Certificates [and the RRI Percentage of any
Excess Interest received with respect to any ARD Loan on or prior to the related Determination Date to the RR Interest Owner] from
the Excess Interest Distribution Account established pursuant to Section 3.05(k). Any Excess Interest remaining in the Excess
Interest Distribution Account on the final Distribution Date shall be distributed to the Holders of the [ARD CLASS] Certificates.


Section 4.01ADistributions
on the [LOAN SPECIFIC CLASS] Certificates.


(a)               
The initial principal balance of the [LOAN SPECIFIC CLASS]-P Regular Interest shall be an amount equal to the initial principal
balance of the AB Mortgage Loan and the initial principal balance of the [LOAN SPECIFIC CLASS]-NP Regular Interest shall be an
amount equal to the initial principal balance of the Trust Subordinate Companion Loan. The Pass-Through Rate on the [LOAN SPECIFIC
CLASS]-P Regular Interest shall be AB Mortgage Loan Component Net Rate and the Pass-Through Rate on the [LOAN SPECIFIC CLASS]-NP
Regular Interest shall be the Class [__] Pass-Through Rate. On each Distribution Date:


(i)               
The [LOAN SPECIFIC CLASS]-P Regular Interest shall be deemed to have received distributions in respect of interest and principal
and allocations of principal and other losses and Additional Trust Fund Expenses allocated to the AB Mortgage Loan pursuant to
the terms of the related Intercreditor Agreement in an amount equal to the amount of interest and principal actually distributed
to, or principal and other losses and Additional Trust Fund Expenses allocated to the AB Mortgage Loan pursuant to the terms of
the related Intercreditor Agreement. Such amounts shall be deemed to have been withdrawn from the Loan Specific REMIC Distribution
Account and deposited in the Lower-Tier Distribution Account. Amounts so distributed on the [LOAN SPECIFIC






    	 	-326-	 



     


    


CLASS]-P
Regular Interest in respect of the AB Mortgage Loan shall be deemed to be part of Available Funds and shall not be deemed to be
part of the Loan Specific Available Funds;


(ii)               
The [LOAN SPECIFIC CLASS]-NP Regular Interest shall be deemed to have received distributions in respect of interest and
principal and allocations of principal and other losses and Additional Trust Fund Expenses allocated to the Trust Subordinate Companion
Loan pursuant to the terms of the related Intercreditor Agreement in an amount equal to the amount of interest and principal actually
distributed to, or principal and other losses and Additional Trust Fund Expenses allocated to the Trust Subordinate Companion Loan
pursuant to the terms of the related Intercreditor Agreement. Such amounts shall be deemed to have been withdrawn from the Loan
Specific REMIC Distribution Account and deposited in the Lower-Tier Distribution Account. Amounts so distributed on the [LOAN SPECIFIC
CLASS]-NP Regular Interest in respect of the Trust Subordinate Companion Loan shall not be part of Available Funds
but shall be deemed to be part of the [LOAN SPECIFIC CLASS] Available Funds;


(iii)               
The Class L[___] Interest shall be deemed to have received distributions of principal and allocations of Loan Specific Realized
Losses and Additional Trust Fund Expenses in an amount equal to the amount of principal actually distributable to the [LOAN SPECIFIC
CLASS] Certificates. The Class L[___] Interest shall be deemed to have received distributions in respect of interest in an amount
equal to the Loan Specific Interest Accrual Amount, Class Interest Shortfalls in respect of the [LOAN SPECIFIC CLASS] Certificates
and Prepayment Premiums and Yield Maintenance Charges in respect of the [LOAN SPECIFIC CLASS]-NP Regular Interest, to the extent
actually distributable thereon; and


(iv)               
Amounts deemed to be received by the Upper-Tier REMIC in respect of the Class L[___] Interest shall be available to be withdrawn
to the extent of the Loan Specific Available Funds for distribution to the [LOAN SPECIFIC CLASS] Certificates


Distributions made
in respect of the [LOAN SPECIFIC CLASS] Certificates on each Distribution Date pursuant to Section 4.01A(b) or Section 9.01
shall be deemed to have first been withdrawn from the Loan Specific REMIC Distribution Account and distributed from the Loan Specific
REMIC to the Lower-Tier REMIC in respect of the Class L[___] Regular Interest and withdrawn from the Lower-Tier Distribution Account
and distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Class L[___] Interest. The Certificate Administrator
shall be deemed to deposit the Loan Specific Available Funds and the amount of any related Prepayment Premiums and any Yield Maintenance
Charges distributable to the Upper-Tier REMIC pursuant to this Section 4.01A(a)(iv) into the Upper-Tier Distribution
Account. Any amount in respect of the Trust Subordinate Companion Loan that remains in the Loan Specific REMIC Distribution Account
or the Lower-Tier Distribution Account on each Distribution Date after distribution of the Loan Specific Available Funds and distribution
of Prepayment Premiums and Yield Maintenance Charges in respect of the [LOAN SPECIFIC CLASS]-NP Regular Interest and the Class
L[___] Interest, respectively, shall be distributed to the Holders of the Class R Certificates (but only to the extent of such
amount for such Distribution Date remaining in the Loan Specific REMIC Distribution Account or the Lower-Tier Distribution Account,
respectively, if any).






    	 	-327-	 



     


    


(b)              
On each Distribution Date the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts
deposited in the Upper-Tier Distribution Account in respect of such Distribution Date pursuant to Section 4.01A(a)
and distribute such amount to Holders of [LOAN SPECIFIC CLASS] Certificates in the amounts and in the order of priority set forth
below:


(i)               
first, to distributions of interest to the Holders of the [LOAN SPECIFIC CLASS] Certificates, in an amount equal
to all of the Loan Specific Interest Accrual Amount for the [LOAN SPECIFIC CLASS] Certificates for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates;


(ii)               
second, to distributions of principal to the Holders of the [LOAN SPECIFIC CLASS] Certificates, in an amount up to
the Loan Specific Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the [LOAN SPECIFIC
CLASS] Certificates is reduced to zero;


(iii)               
third, to distributions to the Holders of the [LOAN SPECIFIC CLASS] Certificates to reimburse such Holders for all
Loan Specific Realized Losses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously
been received; and


(iv)               
fourth, to distributions to the Holders of the Class R Certificates in an amount equal to the balance, if any, of
the Loan Specific Available Funds remaining in the Upper-Tier REMIC after the distributions to be made on such Distribution Date
as described in clauses (i) through (iii) above.


(c)               
On each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Class L[___]
Interest pursuant to Section 4.01A(a) of this Agreement, the Certificate Administrator shall make distributions of
any Prepayment Premiums and Yield Maintenance Charges received in the related Collection Period on the Trust Subordinate Companion
Loan from amounts deposited in the Upper-Tier Distribution Account pursuant to Section 3.05(f) of this Agreement to
the [LOAN SPECIFIC CLASS] Certificates.


(d)              
On each Distribution Date, the Certificate Balance of [LOAN SPECIFIC CLASS] Certificates will be reduced without distribution
on any Distribution Date as a write-off to the extent of any related Loan Specific Realized Losses calculated immediately following
the distributions to be made on such Distribution Date. Any amounts recovered in respect of amounts previously written off as Loan
Specific Realized Losses shall be distributed to the [LOAN SPECIFIC CLASS] Certificates in accordance with the priorities in Section
4.01A(b) of this Agreement. Additional Trust Fund Expenses allocable to the Trust Subordinate Companion Loan (pursuant to the
related Intercreditor Agreement or this Agreement) and shortfalls in Loan Specific Available Funds due to extraordinary expenses
of the Trust Fund (including indemnification expenses), a reduction in the related Mortgage Rate by a bankruptcy court pursuant
to a plan of reorganization or pursuant to any of its equitable powers, or otherwise, shall be treated as, and allocated in the
same manner as, Loan Specific Realized Losses.


The Loan Specific
Realized Losses that are applied to [LOAN SPECIFIC CLASS] Certificates will be allocated to reduce the Lower-Tier Principal Balance
of the Class






    	 	-328-	 



     


    


L[___] Interest and
the Loan Specific REMIC Principal Balance of the [LOAN SPECIFIC CLASS]-NP Regular Interest.


(e)               
On each Distribution Date, Prepayment Interest Shortfalls on the AB Whole Loan shall be allocated first, to interest
distributions on the Trust Subordinate Companion Loan and second, to interest distributions on the AB Mortgage Loan on such
Distribution Date. Prepayment Interest Shortfalls allocated to the Trust Subordinate Companion Loan (the “Loan Specific
Excess Prepayment Interest Shortfall”) shall be allocated to the [LOAN SPECIFIC CLASS] Certificates, and in corresponding
amounts to the Class L[___] Interest and the [LOAN SPECIFIC CLASS]-NP Regular Interest. Any Prepayment Interest Shortfall allocated
to the AB Mortgage Loan shall be allocated to the Pooled Regular Certificates (other than the Class A-M, Class B and
Class C Certificates), and the EC Regular Interests and the Pooled Lower-Tier Regular Interests and the [LOAN SPECIFIC CLASS]-P
Regular Interest.


(f)               
All distributions to each of the [LOAN SPECIFIC CLASS] Certificates 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, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor
in the Certificate Register. The final distribution on each [LOAN SPECIFIC CLASS] 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 Holders of such final
distribution.


(g)              
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 in the month preceding the month in which the final distribution
with respect to any of the [LOAN SPECIFIC CLASS] Certificates is expected to be made, mail to each Holder of such [LOAN SPECIFIC
CLASS] Certificates on such date a notice to the effect that:


(A)            
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such [LOAN SPECIFIC CLASS] 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


(B)             
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after
such Distribution Date;


provided, however, that
the Class R Certificates shall remain outstanding until there is no other Class of Certificates, Loan Specific REMIC Regular Interests
or Lower-Tier Regular Interests outstanding.






    	 	-329-	 



     


    


Any funds not distributed
to any Holder or Holders of the [LOAN SPECIFIC CLASS] Certificates 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 [LOAN SPECIFIC CLASS] Certificates as to which notice has been given pursuant to this Section 4.01A(g)
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 non-tendering Holders 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 Holders concerning surrender of their Certificates. The costs and expenses of holding such funds in
trust and of contacting such Holders shall be paid out of such funds. If within two years after the second notice any such [LOAN
SPECIFIC CLASS] 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 Holder on any amount held in trust hereunder or by
the Certificate Administrator as a result of such Holder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with this Section 4.01A(g). Any such amounts transferred to the Certificate Administrator may be invested
in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


Section 4.02       
Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and
Others. (a) On each Distribution Date, the Certificate Administrator shall make available to the general public on the Certificate
Administrator’s Website a statement (substantially in the form set forth as Exhibit K to this Agreement and based
on the information set forth in (i) the CREFC® Investor Reporting Package (CREFC®
IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File) and the other reports
prepared by the Master Servicer and Special Servicer relating to such Distribution Date, including the CREFC®
Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely, in accordance with CREFC®
guidelines and (ii) the CREFC® Reconciliation of Funds Template prepared by the Certificate Administrator)
as to distributions made on such Distribution Date (each, a “Distribution Date Statement”) setting forth (with
respect to each Class of Certificates) the following information:


(i)               
the Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;


(ii)               
the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Sequential
Pay Certificates and the [ARD CLASS] and Class [PEZ] Certificates
[or the RR Interest Owner] in reduction of the Certificate Balance of those Certificates [or the RR Interest Balance];


(iii)               
the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Sequential
Pay Certificates and the Class [PEZ]






    	 	-330-	 



     


    


Certificates allocable to (A) the Interest Accrual Amount and the Loan Specific Interest
Accrual Amount, as applicable, and/or (B) Class Interest Shortfalls;


(iv)               
the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since
the prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for
reimbursements);


(v)               
the aggregate amount of compensation paid to the Trustee, the Certificate Administrator, CREFC®, the
Operating Advisor, the Asset Representations Reviewer and servicing compensation paid to the Master Servicer and the Special Servicer
for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;


(vi)               
(i) the [Certificate] Available Funds[, the RR Interest Available Funds] and the Loan Specific Available Funds for the Distribution
Date, (ii) the total amount of all principal and/or interest distributions, as well as any other distributions (other than Yield
Maintenance Charges), properly made on or in respect of any Class of Regular Certificates and any Class [PEZ] Regular Interest
with respect to such Distribution Date, and (iii) any other cash flows received on the Mortgage Loans and applied to pay fees and
expenses (including the components of the Available Funds, or such other cash flows);


(vii)               
the amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates and any Class
[PEZ] Regular Interest allocable to Prepayment Premiums and Yield Maintenance Charges;


(viii)               
the accrued Interest Accrual Amount and Loan Specific Interest Accrual Amount, as applicable, in respect of each Class of
Regular Certificates and any Class [PEZ] Regular Interest for such Distribution Date [and the aggregate amount of the Mortgage
Loan Seller Strips for such Distribution Date];


(ix)               
the Pass-Through Rate for each Class of Regular Certificates and each Class [PEZ] Regular Interest for the Distribution
Date and the next succeeding Distribution Date;


(x)               
the [Aggregate] Principal Distribution Amount and the Loan Specific Principal Distribution Amount for the Distribution Date;


(xi)               
the aggregate Certificate Balance or aggregate Notional Amount, as the case may be, of each Class of Certificates (other
than the [ARD CLASS] Certificates or the Residual Certificates), immediately before and immediately after such Distribution Date,
separately identifying any reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Amount) of
each such Class as a result of the allocation of any Realized Loss or Loan Specific Realized Losses, as applicable, and/or Additional
Trust Fund Expenses on such Distribution Date;


(xii)               
the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate
Balance, and the denominator of which 






    	 	-331-	 



     


    

is the related initial aggregate Certificate Balance, for each Class of Regular Certificates
immediately following the Distribution Date;



(xiii)               
the amount of any Appraisal Reduction Amounts allocated during the related Collection Period on a loan-by-loan basis; and
the total Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;


(xiv)               
the number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis
since the previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage
Loan terms, fees, penalties or payments during the Collection Period or that have cumulatively become material over time);


(xv)               
the amount of any remaining unpaid Class Interest Shortfalls for each Class of Regular Certificates and each Class [PEZ]
Regular Interest as of the Distribution Date;


(xvi)               
an loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds
and Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the
aggregate amount of Principal Prepayments made during the related Collection Period;


(xvii)               
an loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


(xviii)               
the amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses, or Loan Specific Realized Losses, as applicable;


(xix)               
as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related
Collection Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase
of a Mortgage Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and
the portion thereof included in the Available Funds and the Loan Specific Available Funds for such Distribution Date;


(xx)               
the amount on deposit in each of the Interest Reserve Account and the Gain-on-Sale Reserve Account before and after giving
effect to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);


(xxi)               
the then-current credit support levels for each Class of Sequential Pay Certificates and Class [PEZ] Regular Interest;


(xxii)               
the original and then-current ratings of each Class of Certificates (other than the Class [R] Certificates);






    	 	-332-	 



     


    




(xxiii)               
with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar
month, the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


(xxiv)               
with respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the
Loan Number of the related Mortgage Loan, (B) the value of such REO Property based on the most recent Appraisal or valuation;


(xxv)               
with respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which
a Final Recovery Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B)(1) in the case of any
Mortgage Loan other than the AB Whole Loan, the Realized Loss attributable to the related Mortgage Loan and (2) in the case
of the AB Whole Loan, the Realized Loss attributable to the AB Mortgage Loan or the Loan Specific Realized Loss attributable to
the Trust Subordinate Companion Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such
Serviced REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution
Date, (D) the date of the Final Recovery Determination and (E) the balance of the Gain-on-Sale Reserve Account for such
Distribution Date;


(xxvi)               
the amount of the distribution on the Distribution Date to the holders of the [ARD CLASS] Certificates and the Residual
Certificates;


(xxvii)               
material breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate
Administrator has received or delivered written notice;


(xxviii)               
the identity of the Operating Advisor;


(xxix)               
the amount of Realized Losses, Loan Specific Realized Losses, Additional Trust Fund Expenses and Class Interest Shortfalls,
if any, incurred with respect to the Mortgage Loans during the related Collection Period and in the aggregate for all prior Collection
Periods (except to the extent reimbursed or paid);


(xxx)               
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


(xxxi)               
the identity of the Controlling Class;


(xxxii)               
the identity of the Controlling Class Representative; and


(xxxiii)               
such other information as contemplated by Exhibit K to this Agreement; and a report as of the close of business
on the immediately preceding Determination Date, containing some categories of information regarding the Mortgage Loans provided
in Exhibit B, calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers
to the master servicer and by the master servicer to






    	 	-333-	 



     


    



the certificate
administrator, and presented in a loan-by-loan and tabular format substantially similar to the formats utilized in Annex A.


In the case of information
furnished pursuant to sub-clauses (ii), (iii), (v), (vii), (viii), (xv) and (xviii) above, the amounts shall be expressed
as a dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original Certificate Balance
or Notional Amount, as the case may be.


The Master Servicer
or the Special Servicer, as applicable, may omit any information from the Distribution Date statement that the Master Servicer
or the Special Servicer regards as confidential. None of the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, the Depositor,
any Sponsor or a master servicer, a special servicer or other similar party under an Other Pooling and Servicing Agreement or other
third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as applicable.


If and for so long
as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any SEC
filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates.


On each Distribution
Date, the Certificate Administrator shall make available 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 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.


Within a reasonable
period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time
during the calendar year was a Certificateholder of record [or the RR Interest Owner], a report summarizing on an annual basis
(if appropriate) the items provided to Certificateholders pursuant to clauses (i) and (ii) above as to the applicable Class,
aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with
such other information that the Certificate Administrator deems necessary or desirable, or that a Certificateholder[, RR Interest
Owner] or Certificate Owner reasonably requests, to enable such Certificateholders [and the RR Interest Owner] to prepare their
federal income tax returns. Such information shall include the amount of original issue discount accrued on each Class of Certificates
held by Persons other than Holders exempted from the reporting requirements and information regarding the expenses of the Trust
Fund. Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements
of the Code from time to time in force.






    	 	-334-	 



     


    


On each Distribution
Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in electronic format
to [_____] (or to such other address as the Depositor shall specify by written notice to the Certificate Administrator).


Upon receipt of a
summary of any Asset Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section 11.04(e),
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 3.33 hereof, the Certificate Administrator
shall include the information required to be included as part of Item 7 of Part II on Form 10 D.]


(b)              
The Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged
Person (provided that the Prospectus, the Distribution Date Statements and the SEC filings will be made available to the
general public, and provided further that any Privileged Person that is a Borrower, a Manager of a Mortgaged Property, an Affiliate
of the foregoing or an agent of any Borrower shall only be entitled to access documents made available to the general public) the
following items, in each case to the extent received by the Certificate Administrator:


(i)               
the following “deal documents”:


(A)            
the Prospectus;


(B)             
this Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date
(if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


(C)             
the CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


(ii)               
the following “SEC EDGAR filings”:


(A)            
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


(iii)               
the following “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 (CREFC® IRP)” (other than the CREFC® Loan Setup File),
to the extent it has received or prepared such report or file;


(C)             
the CREFC® Appraisal Reduction Amount Template; and






    	 	-335-	 



     


    



(D)            
all Operating Advisor Annual Reports.


(iv)               
the following “additional documents”:


(A)            
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format; and


(B)             
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


(v)               
the following “special notices”:


(A)            
any notice with respect to a release pursuant to Section 3.10(h);


(B)             
all Special Notices;


(C)             
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


(D)            
notice of final payment on the Certificates [or RR Interest];


(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)              
notice of termination or resignation of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee (and appointments of successors to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee);


(G)            
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


(H)            
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer or
the Operating Advisor;


(I)               
any notice to Certificateholders [or the RR Interest Owner] of the operating advisor’s recommendation to replace the
special servicer;


(J)               
notice of the Certificate Administrator’s determination that an Asset Review Trigger is in effect and any other notice
required to be delivered to the Certificateholders pursuant to Section 11.01;


(K)            
any notice of the termination of a Sub-Servicer;






    	 	-336-	 



     


    



(L)             
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance;


(M)           
any notice of the termination of the Trust;


(N)            
any notice of the occurrence and continuance of a Control Termination Event;


(O)            
any notice of the occurrence of a Consultation Termination Event or an Operating Advisor Consultation Event;


(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)             
all of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator
since the Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement; and


(S)              
all of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator
since the Closing Date pursuant to Section 10.13 of this Agreement;


(vi)               
the Investor Q&A Forum;


(i)               
solely to Certificateholders and Certificate Owners, the Investor Registry; and


(ii)               
subject to Section 3.34(b), the following “risk retention special notices”, if any, shall also be posted
to the “Risk Retention Special Notices” tab on the Certificate Administrator’s Website:


(A)            
the disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and


(B)             
any noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third
Party Purchaser or a successor third party purchaser as and to the extent the Sponsor is required under the credit risk retention
requirements under Section 15G of the Exchange Act;


provided that
with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of
an applicable Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a






    	 	-337-	 



     


    



Consultation Termination
Event to the extent the Certificate Administrator has been notified of such Excluded Loan.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the
Certificate Administrator’s Website that a notice has been posted to the “Risk Retention Special Notices” tab.


Notwithstanding the
foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


Any Person (other
than the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access
the Distribution Date Statements and the following items made available to the general public: the Prospectus, this Agreement,
the Mortgage Loan Purchase Agreement and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing
Holder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery
to the Master Servicer, the Special Servicer the Operating Advisor, the Certificate Administrator and the Trustee in physical form
of an investor certification substantially in the form Exhibit L-1E and upon delivery to the Certificate Administrator in
physical form of an investor certification substantially in the form of Exhibit L-1F, which shall include each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access
all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


In the case of the
Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit L-1B hereto, such Directing Holder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification
in the form of Exhibit L-1B hereto from the Directing Holder or a Controlling Class Certificateholder to the effect
that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
L-1D hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded
Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Holder
or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit L-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Loan(s) listed in such notice and shall also provide the Certificate






    	 	-338-	 



     


    


Administrator a notice
substantially in the form of Exhibit L-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit L-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate
Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s
Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and, if possible, on loan-by-loan basis) from information
relating to other Mortgage Loans or Whole Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit L-1E from the Directing Holder or a Controlling Class Certificateholder that it has become
an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Holder or a Controlling Class Certificateholder that
is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did
not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect
to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.34(a).


Each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively
rely on delivery from the Directing Holder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit L-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on
the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Holder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or






    	 	-339-	 



     


    


personnel of such
Directing Holder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


[To the extent the
Risk Retention Consultation Party or the RR Interest Owner receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.31(d), and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special
Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case
other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool
level), on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention
Consultation Party or the RR Interest Owner shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation
Party or the RR Interest Owner or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any such applicable Excluded Loan) shall be considered information that is aggregated with
information of other Mortgage Loans at a pool level.]


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of such information and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator
for which it is not the original source. The Certificate Administrator shall not be responsible for the accuracy or completeness
of any information supplied to it by the Master Servicer or Special Servicer that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer or Special Servicer, as applicable, and the Certificate Administrator
shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports without
any duty or obligation to recompute, verify or re-evaluate any of the amounts or other information stated therein. In connection
with providing access to the Certificate Administrator’s Internet website, the Certificate Administrator may require registration
and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith.






    	 	-340-	 



     


    


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.


(c)               
The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and Certificate Owners who are Privileged Persons may (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 reports being made available pursuant to this Section 4.02(c), the Mortgage Loans or the Mortgaged Properties
(other than a Non-Serviced Mortgage Loan or related 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 Reports or other reports prepared by
the Operating Advisor (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that
have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer,
the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, (and in the case of an inquiry relating to a Non-Serviced Mortgage
Loan, to the applicable party under the Other Pooling and Servicing Agreement) in each case within a commercially reasonable period
following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Master Servicer, the Special Servicer
(other than with respect to the Non-Serviced Mortgage Loans or related Mortgaged Properties) or the Operating Advisor, as applicable,
unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer,
Special Servicer or the Operating Advisor shall be sent by email 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 Investor Q&A Forum. If the Certificate Administrator, the Master Servicer, the Special Servicer
or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope outlined
above, (ii) answering any Inquiry would not be in the best interests of the Trust[, the RR Interest Owner] and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, this Agreement or the applicable Loan Documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (v) answering such inquiry would require the
disclosure of Privileged Information (subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise
not advisable for any reason, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special
Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator, and the Certificate Administrator shall
not post such Inquiry on the Investor Q&A Forum. In addition, no party shall post or otherwise disclose information known to
such party to be Privileged Information as part of its response to any Inquiry. The Certificate Administrator shall notify the
Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not be required to post
to the Investor Q&A Forum 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,






    	 	-341-	 



     


    


answers and other
communications between the Certificate Administrator or other Person which are not submitted via the Investor Q&A Forum. In
addition, no party is permitted to post or otherwise disclose direct communication with the Directing Certificateholder as part
of its response to any questions. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator
shall make reasonable efforts to obtain an answer from the related non-serviced master servicer or the related non-serviced special
servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer
or any delay or failure to obtain such answer.


(d)              
The Certificate Administrator shall make available to any Certificateholder and Certificate Owner, the Investor Registry.
The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where
Certificateholders and Certificate Owners can register and thereafter obtain contact information with respect to any other Certificateholder
or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that
(a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address,
phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator
that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


(e)               
The Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers
pursuant to this Agreement available on the Master Servicer’s website only with the use of a password, in which case the
Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password
shall be deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective
Certificateholder who requests such password, provided that any such Certificateholder or prospective Certificateholder,
as the case may be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer.
In connection with providing access to the Master Servicer’s website, the Master Servicer may require registration and the
acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include,
to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement, provided that such information otherwise meets the requirements set forth herein with respect to the
form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this






    	 	-342-	 



     


    


subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report. Notwithstanding anything
herein to the contrary, the Master Servicer may, at its sole cost and expense, make available by electronic media, bulletin board
service or Internet website any reports or other information the Master Servicer is required or permitted to provide to any Borrower
with respect to such Borrower’s Mortgage Loan or Serviced Whole Loan to the extent such action does not conflict with the
terms of this Agreement, the terms of the related Loan Documents or applicable law. If the Master Servicer is required to deliver
any statement, report or other information under any provision of this Agreement, then, the Master Servicer may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic format, or (z) making such statement, report or information available on its
website, unless this Agreement expressly specifies a particular method of delivery; provided that all reports required to
be delivered to the Certificate Administrator shall be delivered in accordance with clause (x) or (y) or, upon request,
clause (z).


(f)               
Subject to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably
required by the Master Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced
Loans and REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental
information to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the
Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer.
Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous
information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders
and allocating Realized Losses and Loan Specific Realized Losses, as applicable, to the Certificates in accordance with Section 4.01
of this Agreement and preparing the statements to Certificateholders required by Section 4.02(a) of this Agreement.


(g)              
As soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate
Administrator shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s
possession or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes
of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar
nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities
laws of any available information so furnished to any person including any prospective purchaser of a Certificate or any interest
therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.


(h)              
The Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two
Business Days prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged
Person (solely with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan),
originals or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession,
including, without limitation, the






    	 	-343-	 



     


    


following items (except
to the extent prohibited by applicable law or under any of the related Loan Documents):


(i)               
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(f) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


(ii)               
the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls
have been made available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the
Master Servicer or the Special Servicer in respect to each Mortgaged Property;


(iii)               
the Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced
Whole Loan entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


(iv)               
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A
under the Securities Act.


The Certificate Administrator
may require a Privileged Person to execute a confidentiality agreement prior to granting access to such information, which may
be in the form of a “click-through” confirmation. Copies of any and all of the foregoing items will be available from
the Certificate Administrator upon request. The Certificate Administrator will be permitted to require payment by the requesting
party (other than a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of making such information available
and providing any copies thereof. The Certificate Administrator’s obligation under this Section 4.02(h) to make available
any document is subject to the Certificate Administrator’s receipt of such document.


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


(i)                
The Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such
other vendor chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of
Exhibit L-2 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to this Section 4.02 to Privileged Persons.


(j)                
Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a
Non-Specially Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s
or the Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such
information is in the Master Servicer’s or the Special Servicer’s possession, the Master Servicer or the Special Servicer,
as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense
of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Excluded Controlling






    	 	-344-	 



     


    



Class Holder through
the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided that, in
connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to
the effect that such Person is the Directing Holder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Holder or a
Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit L-1B
that such Directing Holder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in Section 4.02(j) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


Section 4.03       
Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent
shall comply with all federal withholding requirements with respect to payments to Certificateholders [and the RR Interest Owner]
and other payees of interest, original issue discount or other amounts that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders [and the RR Interest Owner] or payees shall not be required for any such withholding.
If the Paying Agent or its agent withholds any amount from interest, original issue discount payments or other amounts or advances
thereof to any Certificateholder [and the RR Interest Owner] or payee pursuant to federal withholding requirements, the Paying
Agent shall indicate the amount withheld to such Certificateholder or payee. Any amount so withheld shall be treated as having
been distributed to such Certificateholder for all purposes of this Agreement.


Section 4.04       
REMIC Compliance. (a) The parties intend that the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC
shall constitute, and that the affairs of the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier 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 at all times any Certificates are outstanding, and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Certificate Administrator shall, to the extent permitted by applicable law, act
as agent, and is hereby appointed to act as agent, of each such REMIC and shall on behalf of each such REMIC:


(i)               
make or cause to be made an election, on behalf of each of the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier
REMIC, to be treated as a REMIC on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


(ii)               
prepare and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall
sign), all required Tax Returns for the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar






    	 	-345-	 



     


    



year as the
taxable year for each of such REMIC as required by the REMIC Provisions and other applicable federal, state or local income tax
laws;


(iii)               
prepare and forward, or cause to be prepared and forwarded, to the Certificateholders 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;


(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 the Loan Specific
REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare 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)               
within 30 days of the Closing Date, obtain a taxpayer identification number for each of the Loan Specific REMIC, the
Lower-Tier REMIC and the Upper-Tier REMIC on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to
be furnished to the IRS, on Form 8811 or as otherwise may be required by the Code, the name, title and address of the person that
the Certificateholders may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative
of the Upper-Tier REMIC for this purpose), together with such additional information as may be required by such 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, the Special Servicer or the Certificate
Administrator and necessary to make such filing); and


(vi)               
maintain such records relating to the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier 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 shall 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 the Loan Specific
REMIC, the Lower-Tier REMIC and the Upper-Tier 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.






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The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting to take such action,
the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would cause the termination
of the REMIC status of the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC (other than a tax on income expressly permitted to be received by
the terms of this Agreement). Notwithstanding any provision of this paragraph 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, the Trustee, the Master Servicer or the Special Servicer which
does not enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the first paragraph of this
Section 4.04(a) or which results in any action contemplated by clauses (i) or (ii) of the next succeeding
sentence. In this regard the Certificate Administrator shall (i) exercise reasonable care not to allow the occurrence of any
“prohibited transactions” within the meaning of Section 860F(a) of the Code, 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 the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (c) cause
the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable
care not to allow the Trust Fund to receive any contributions, or any income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC (provided, that the receipt of any income expressly permitted
or contemplated by the terms of this Agreement shall not be deemed to violate this clause). None of the Master Servicer, the Special
Servicer, the Trustee or the Depositor shall be (i) permitted to take any action that the Certificate Administrator would
not be permitted to take pursuant to the preceding two sentences or (ii) responsible or liable (except in connection with
taking any act or omission referred to in the two preceding sentences or the following sentence) for any failure by the Certificate
Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee, 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 Trustee’s, the Master Servicer’s or the Special Servicer’s control (other than any
confidential information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this
Section 4.04.


(b)              
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest
for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each
Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans will prepay in accordance with the Prepayment Assumption; (ii) none of
the Sole Certificateholder, the Master Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class will exercise the right described in Section 9.01 of this Agreement to cause






    	 	-347-	 



     


    


early termination
of the Trust Fund; and (iii) no Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the terms of the related
Mortgage Loan Purchase Agreement.


Section 4.05       
Imposition of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall be charged
against amounts otherwise distributable to the Holders of the Certificates; provided that any taxes imposed on any net income
from foreclosure property pursuant to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the
Serviced REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the
REO Account (and, in the case of any Serviced Whole Loan, from amounts in the Serviced Whole Loan REO Account) allocable to the
Mortgage Loans and transfer to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to
be necessary to pay such taxes, which the Certificate Administrator shall maintain in a separate, non-interest-bearing account,
and the Certificate Administrator shall send to the Special Servicer for deposit in the REO Account (or, if applicable, the Serviced
Whole Loan REO Account) the excess determined by the Certificate Administrator from time to time of the amount in such account
over the amount necessary to pay such taxes) and shall be paid therefrom; 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)(xii)
or, in the case of any Serviced Whole Loan, in Section 3.06(b)(xiii), 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 Available
Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable
REMIC (but such authorization shall not prevent the Trustee from contesting, at the expense of the Trust Fund or in the case of
a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the related Mortgage Loan
and any related Serviced Pari Passu Companion Loan (based on their respective outstanding principal balances)) 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 allocable to the Mortgage Loans from any “prohibited transaction” under Section 860F(a) of
the Code or (ii) the amount of any contribution to the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC after
the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent
necessary, to pay such tax (and return the balance thereof, if any, to the Collection Account, the Loan Specific REMIC, the Lower-Tier
Distribution Account or the Upper-Tier Distribution Account, as the case may be). 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, as the case may be, and shall distribute such retained amounts to the Holders of Regular Certificates,
or the Trustee as Holder of the Loan Specific REMIC, the Lower-Tier Regular Interests and the Regular Interests, until they are
fully reimbursed and then to the Holders of the Class [R] Certificates, as applicable. Neither the Master Servicer, the Special
Servicer, the Certificate Administrator, nor the Trustee shall be responsible for any taxes imposed on the Loan Specific REMIC,
the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of a representation or






    	 	-348-	 



     


    


warranty or the negligence
or willful misconduct 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,
provided, further, that such breach, act or omission could result in liability under Section 6.03 of
this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement, in the case of the Trustee or Section 4.04
of this Agreement, in the case of the Certificate Administrator in accordance with the standard of liability set forth in those
sections. 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 Trustee’s or the Certificate Administrator’s breaches, acts or omissions, the Trustee
shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer or the Special
Servicer and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master
Servicer or the Special Servicer.


Section 4.06       
Remittances. On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer
with respect to the Mortgage Loans that it is servicing shall:


(i)               
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account or the Loan Specific REMIC Distribution
Account, as applicable, an amount equal to Prepayment Premiums and Yield Maintenance Charges, and, for deposit in accordance with
Section 3.05(i) of this Agreement, Gain-on-Sale Proceeds, in each case received by the Master Servicer in its Collection
Period preceding such Distribution Date;


(ii)               
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account or Loan Specific REMIC Distribution
Account, as applicable an amount equal to the aggregate of the Available Funds (other than with respect to the AB Mortgage Loan)
and the Loan Specific Available Funds for such Distribution Date;


(iii)               
[remit to [Mortgage Loan Seller], or any successor, assignee or designee
of all or a portion [Mortgage Loan Seller]’s right to receive the Mortgage
Loan Seller Strip, the Mortgage Loan Seller Strip collected by the Master Servicer with respect to the related Collection Period];


(iv)               
remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess
Interest for the benefit of the [ARD CLASS] Certificateholders received by the Master Servicer in the Collection Period preceding
such Distribution Date; and


(v)               
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee.


Section 4.07       
P&I Advances. (a)  On or before 3:00 p.m. (New York City time) on each Master Servicer Remittance
Date, the Master Servicer shall in the case of all Mortgage Loans and the Trust Subordinate Companion Loan either (i) remit
to the Certificate Administrator for deposit into the Loan Specific REMIC Distribution Account or the Lower-Tier Distribution Account,
as applicable, from its own funds an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of
the related Distribution Date, (ii) apply amounts held in the Collection Account or the applicable Serviced Whole Loan Collection






    	 	-349-	 



     


    


Account for future
distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances; provided,
that such amounts in the applicable Serviced Whole Loan Collection Account shall only be applied up to the related Mortgage Loan’s
pro rata share of the amounts held therein on such date, or (iii) make P&I Advances in the form of any combination
of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer, 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®. Any amounts
held in the Collection Account or any Serviced Whole Loan Collection Account, as applicable, for future distribution and so used
to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer
by deposit in the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on or before the
next succeeding P&I Advance Determination Date (to the extent not previously replaced through either (x) the deposit of
Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made or (y) the
deposit of Periodic Payments collected prior to the expiration of any applicable grace period that ends after the P&I Advance
Determination Date in respect of which such P&I Advances were made). The Master Servicer shall notify the Trustee and the Certificate
Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before the P&I Advance Determination Date. If the Master Servicer fails
to make a required P&I Advance by 3:00 p.m. (New York City time) on any Master Servicer Remittance Date, then the Trustee
shall make such P&I Advance pursuant to Section 7.06 of this Agreement by 12:00 noon (New York City time) on the
related Distribution Date, in each case unless the Master Servicer shall have cured such failure (and shall have provided written
notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date or the Trustee determines
that such P&I Advance, if made, would be a Nonrecoverable Advance. Neither the Master Servicer nor the Trustee shall be required
to make principal or interest advances with respect to any delinquent payment amounts due on any Companion Loan. If the Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan or Non-Serviced Companion Loan, then it shall provide written notice to the related Other Servicer, Other Special
Servicer and Other Trustee of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


(b)              
Subject to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by
the Master Servicer with respect to any Distribution Date shall equal the aggregate of: (i) all Periodic Payments with respect
to the Mortgage Loans (in the case of the AB Whole Loan, including the Trust Subordinate Companion Loan) (in each case, net of
related Servicing Fees, in the case of any Non-Serviced Mortgage Loan, net of the servicing fee rate pursuant to the applicable
Other Pooling and Servicing Agreement [and, in the case of the Mortgage Loans that are part of the Mortgage Loan Seller Strip Pool,
net of the Mortgage Loan Seller Strips]) other than Balloon Payments, that were due during the related Collection Period and delinquent
(or unpaid, pending the expiration of any applicable grace period with respect to any Mortgage Loan having a grace period extending
past the P&I Advance Determination Date) as of the close of business on the P&I Advance Determination Date (or not advanced
by the Master Servicer or any sub-servicer on behalf of the Master Servicer) with respect to the Mortgage Loans that it is servicing
and (ii) with respect to each Mortgage Loan that the Master






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Servicer is servicing
and as to which the related Balloon Payment was due during or prior to the related Collection Period and was delinquent (including
any applicable grace period) as of the end of the related Collection Period (including any REO Loan as to which the Balloon Payment
would have been past due), an amount equal to the Assumed Scheduled Payment therefor (in the case of the AB Whole Loan, including
the Trust Subordinate Companion Loan, and in each case, net of related Servicing Fees, in the case of any Non-Serviced Mortgage
Loan, net of the servicing fee rate pursuant to the applicable Other Pooling and Servicing Agreement [and, in the case of the Mortgage
Loans (in the case of the AB Whole Loan, including the Trust Subordinate Companion Loan) that are part of the Mortgage Loan Seller
Strip Pool, net of the Mortgage Loan Seller Strips]). Subject to subsection (c) below, the obligation of the Master Servicer
to make such P&I Advances, with respect to the Mortgage Loans (in the case of the AB Whole Loan, including the Trust Subordinate
Companion Loan) that it is servicing, is mandatory, and with respect to any applicable Mortgage Loan (in the case of the AB Whole
Loan, including the Trust Subordinate Companion Loan) or REO Loan, shall continue until the Distribution Date on which Liquidation
Proceeds or REO Proceeds, if any, are to be distributed. The Periodic Payment or Assumed Scheduled Payment shall be reduced, for
purposes of P&I Advances, by any modifications pursuant to Section 3.26 of this Agreement or otherwise and by any
reductions by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers. Neither the Master
Servicer nor the Trustee shall make any P&I Advances in respect of the Trust Subordinate Companion Loan.


(c)               
Notwithstanding anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer,
the Special Servicer or the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable
P&I Advance. In addition, the Master Servicer shall not make any P&I Advance to the extent that it has received written
notice that the Special Servicer has determined (if no Consultation Termination Event has occurred, in consultation with the Directing
Certificateholder) that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such recoverability
determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to (i) give due
regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans,
the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as
applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance
under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed, (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the Whole Loan, as applicable) as it may have been modified, (iii) 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 (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (iv) estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) (among other things)
future expenses and (v) estimate and consider (among other things) the timing of recoveries.






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The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances
for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed P&I Advances. None of the
Master Servicer or Trustee shall make any P&I Advances with respect to delinquent amounts due on any Companion Loan. If an
Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9-month period (and the Master Servicer
and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this
sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not,
in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions,
and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment
to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable
and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal
for such purpose at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions
of the related Intercreditor Agreement).


Any such determination
by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable, has made a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance shall be evidenced
by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class
Representative (but only if no Consultation Termination Event has occurred) and the Depositor and, in the case of the Trustee,
by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Controlling Class Representative (but
only if no Consultation Termination Event has occurred), the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability determination
and the considerations of the Master Servicer, Special Servicer or the Trustee, as applicable, forming the basis of such determination
(such certificate accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status, property
inspections and other information used by the Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination,
together with any existing Appraisal or any Updated Appraisal); provided, that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made
is nonrecoverable and shall deliver to the Master Servicer, the Controlling Class Representative (but only if no Consultation Termination
Event has occurred), the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee and
the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement), notice of such determination, together with a certificate of a Servicing Officer
and the supporting information described above. Any such determination shall be conclusive and binding on the Master Servicer,
the Special Servicer and the Trustee.


Any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that a P&I
Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the






    	 	-352-	 



     


    



Special Servicer)
may obtain, at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of
the related Intercreditor Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination as to the recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders.


Notwithstanding the
above, (i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer
or the Special Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the
Master Servicer will be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable P&I Advance (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 an advance constitutes, or would constitute a Nonrecoverable Advance). The Trustee, in determining whether or not a P&I
Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall use its good
faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with any information in
its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably request for purposes
of making recoverability determinations.


(d)              
In connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a)
of this Agreement or any Serviced Whole Loan Collection Account pursuant to Section 3.06(b) of this Agreement,
the Master Servicer shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to
any Mortgage Loan or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Whole
Loan Collection Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage
Loans, taking into account the related Intercreditor Agreement), interest at the Reimbursement Rate in effect from time to time,
accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement with respect to
the Mortgage Loan that the Master Servicer is servicing. The Master Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding P&I Advance as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account or the applicable Serviced Whole Loan Collection Account with respect to the Mortgage Loan that the Master
Servicer is servicing.


Notwithstanding anything
to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee shall
make an advance for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives
notice of an Appraisal Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance
with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) as to which there has been an Appraisal Reduction Amount
will be an amount equal to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction
Amount and (y) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan as of the immediately
preceding Determination Date less any Appraisal Reduction Amount applicable to such Mortgage Loan and the denominator of which
is the Stated Principal Balance of such Mortgage Loan as of such Determination Date. All P&I






    	 	-353-	 



     


    



Advances for any Mortgage
Loans that have been modified shall be calculated on the basis of their terms as modified. With respect to any Non-Serviced Mortgage
Loan, if the Master Servicer or the Trustee, as applicable, does not receive notice of an Appraisal Reduction Event and the related
Appraisal Reduction Amount from the related Other Servicer, then the Master Servicer or the Trustee, as applicable, shall have
no obligation to proportionately reduce the interest portion of any P&I Advance required to be made by the Master Servicer
or the Trustee, as applicable. With respect to any Non-Serviced Companion Loan that has already been securitized prior to the Closing
Date, the Master Servicer, on behalf of the Trust, shall notify each Other Servicer and each Other Trustee of a Non-Serviced Mortgage
Loan that (a) such Non-Serviced Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal Reduction
Event and/or (ii) the related calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation), such
Other Servicer shall provide the Master Servicer and the Trustee with prompt notice of the existence of any such Appraisal Reduction
Event and/or any such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master Servicer
shall notify the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal
Reduction Amount. The Master Servicer shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related
Appraisal Reduction Amount if the Master Servicer includes such event and/or amount in its monthly servicer statements provided
to the other servicer.


The portion of any
Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal shall equal
the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee pursuant to this Agreement
and (ii) a portion thereof equal to the interest component of the Periodic Payment(s), as accrued at the related Net Mortgage
Rate (or with respect to the Trust Subordinate Companion Loan, the Trust Subordinate Companion Loan Component Net Rate) from the
date as to which interest was last paid by the Borrower up to but not including the Due Date in the Collection Period in which
such proceeds are received; provided, if the interest portion(s) of one or more P&I Advances with respect of such Mortgage
Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds
to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds
to be applied to principal shall be increased by such amount, and if the amount of the Net Liquidation Proceeds to be applied to
principal has been applied to pay the principal of such Mortgage Loan or REO Loan in full, any remaining Net Liquidation Proceeds
shall then be applied to pay any remaining accrued and unpaid interest of such Mortgage Loan or REO Loan.


(e)               
With respect to any Non-Serviced Mortgage Loan, the Master Servicer will be permitted to make its determination that it
has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.07(a) independently
of any determination made by the Other Servicer (or any master servicer with respect to a commercial mortgage securitization holding
another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any) under the Other Pooling and Servicing Agreement
(or any pooling and servicing agreement with respect to a commercial mortgage securitization holding another Non-Serviced Companion
Loan related to






    	 	-354-	 



     


    



such Non-Serviced
Mortgage Loan, if any). If the Master Servicer or Trustee, as applicable, determines that a proposed P&I Advance with respect
to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-Serviced Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the
Other Servicer (and any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion
Loan related to such Non-Serviced Mortgage Loan, if any), the Other Special Servicer and Other Trustee with written notice of such
determination, promptly and in any event within two (2) Business Days after such determination or such longer time period permitted
by the applicable Intercreditor Agreement. If the Master Servicer receives written notice from an Other Servicer (or any master
servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced
Mortgage Loan, if any) that it has determined, with respect to the related Non-Serviced Companion Loan, that any proposed advance
of principal and/or interest with respect to the related Non-Serviced Companion Loan would be, or any outstanding advance of principal
and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on the Certificateholders,
the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Whole Loan, each of the Master Servicer
and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


If the Master Servicer
receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage securitizations,
it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer with respect
to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage Loan, if
any.


(f)               
With respect to any Serviced Whole Loan that has a Serviced Companion Loan, the Master Servicer will be permitted to make
its determination that it has made a P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in
accordance with Section 4.07(a) independently of any determination made in respect of the related Serviced Companion
Loan, by the master servicer under the related Other Pooling and Servicing Agreement. If the Master Servicer or Trustee, as applicable,
determines that a proposed P&I Advance with respect to such Serviced Whole Loan, if made, or any outstanding P&I Advance
with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master
Servicer or Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance
or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall
provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement
with written notice of such determination, promptly and in any event within two (2) Business Days after such determination or such
longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice from any
master servicer under any such Other Pooling and Servicing Agreement that such master servicer has determined, with respect to
the related Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to such Serviced Companion
Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or






    	 	-355-	 



     


    



interest, such determination
shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each
Non-Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability
determination.


(g)              
If the applicable Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer
for commercial mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other
trustee or master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu Companion Loan
related to any Serviced Whole Loan, if any.


(h)              
The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to
the extent permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in
respect of such P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master
Servicer and the Special Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances
from the related Borrowers to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.


Section 4.08       
Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination
Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal
of the Special Servicer, Appraisal Reduction Amounts allocated to the Mortgage Loans (or, in the case of the AB Whole Loan, that
are allocable to the AB Mortgage Loan pursuant to the definition of “Appraisal Reduction Amount”) will be allocated
to each Class of Sequential Pay Certificates (other than the Class [__], Class [__] and Class [__] Certificates) and the Class
[PEZ] Regular Interests in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class of Certificates or Class [PEZ] Regular Interest is reduced to zero (i.e., first, to the
Class [__] Certificates, second, to the Class [__] Certificates, third, to the Class [__] Certificates, fourth,
to the Class [__] Certificates, fifth, to the Class [__] Certificates, sixth, to the Class [__] Regular Interest
(and correspondingly, the Class [__] Certificates and the Class [__] Component C, pro rata based on their respective percentage
interests therein), seventh, to the Class [__] Regular Interest (and correspondingly, the Class [__] Certificates and the
Class [__] Component B, pro rata based on their respective percentage interests therein), eighth, to the Class [__]
Regular Interest (and correspondingly, the Class [__] Certificates and the Class [__] Component [__], pro rata based on
their respective percentage interests therein) and ninth, to the [SENIOR CLASS] Certificates, pro rata, based on
their Certificate Balances). [The RRI Percentage of the Appraisal Reduction Amounts shall be allocated to the RR Interest.]


For purposes of (x)
determining the Loan Specific Directing Certificateholder (and whether a Loan Specific Control Appraisal Event has occurred and
is continuing) and (y) determining the Voting Rights of the [LOAN SPECIFIC CLASS] Certificates for purposes of removal of the Special
Servicer (with respect to the AB Whole Loan), Appraisal Reduction Amounts (that are allocable to the Trust Subordinate Companion
Loan pursuant to the definition of “Appraisal Reduction Amount”) will be allocated to the [LOAN SPECIFIC CLASS]






    	 	-356-	 



     


    



Certificates to notionally
reduce the related Certificate Balance until the Certificate Balance of such Class is reduced to zero.


The Master Servicer
shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount allocated to each Mortgage Loan or Serviced
Whole Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class
of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate
Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from the Depository
being an expense of the Trust).


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Special Servicer shall
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably
expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice
by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly
notify the Special Servicer thereof. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information
in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount
for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information within 4 Business Days of the Special Servicer’s reasonable request. Upon reasonable prior written request,
the Master Servicer will be required to use reasonable efforts to assist the Special Servicer in obtaining information reasonably
required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event
that the special servicer is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee. None of the Master Servicer, the Trustee, the Operating Advisor or the Certificate Administrator
shall calculate or verify any Collateral Deficiency Amount.


For purposes of determining
the Non-Reduced Certificates, the Controlling Class and the occurrence of a Control Termination Event, Appraisal Reduction Amounts
allocated to a related Mortgage Loan will be allocated to each class of Principal Balance Certificates (other than






    	 	-357-	 



     


    



the Class [PEZ] and
each Trust Component [and the RR Interest]. The Allocated Appraisal Reduction Amounts shall be allocated in reverse sequential
order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced
to zero (i.e., first, to the Class [__] Certificates, second, to the Class [__] Certificates, third,
to the Class [__] Certificates, fourth, to the Class [A] Trust Component (and correspondingly, the Class [A] Certificates
and the Class [PEZ] Certificates, pro rata based on their respective percentage interests in the Class [A] Trust Component),
fifth, to the Class [B] Trust Component (and correspondingly, to the Class [B] Certificates and the Class [PEZ] Certificates,
pro rata based on their respective percentage interests in the Class [B] Trust Component); sixth, to the Class [C]
Trust Component (and correspondingly, to the Class [C] Certificates and the Class [PEZ] Certificates, pro rata based on
their respective percentage interests in the Class [C] Trust Component); and finally, pro rata based on their respective
interest entitlements, to the Senior Certificates). The Risk Retention Allocation Percentage of the Appraisal Reduction Amounts
shall be allocated to the RR Interest. In addition, for purposes of determining the Controlling Class and the occurrence of a Control
Termination Event, Collateral Deficiency Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated
to each class of Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class [__] Certificates
and second, to the Class [__] Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and
the occurrence of a Control Termination Event, any Class of Control Eligible Certificates will be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


The Appraised Value
of any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes of determining all
Appraisal Reduction Amounts. The Special Servicer will be required to promptly notify the Master Servicer and the Certificate Administrator
of (i) any Appraisal Reduction Amount and (ii) any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount (which notification shall be satisfied through delivery of such information included in the CREFC® Loan Periodic
Update File, as to the Appraisal Reduction Amounts, and the CREFC® Appraisal Reduction Amount Template, as to the
Collateral Deficiency Amount, included in the CREFC® Investor Reporting Package, which shall be delivered simultaneously
with the CREFC® Loan Periodic Update File in accordance with Section 3.13, and the Certificate Administrator
will be required to promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and any resulting Cumulative
Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.


(b)              
The Holders of the majority (by Certificate Balance) of any Class of Control Eligible Certificates or, with respect to the
AB Whole Loan, the Directing Certificateholder, whose aggregate Certificate Balance, as notionally reduced by Appraisal Reduction
Amounts allocated thereto, is less than 25% of the initial Certificate Balance of such Class (such Class, an “Appraised-Out
Class”) as a result of an allocation of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such
Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of any Mortgage
Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”), and use its reasonable






    	 	-358-	 



     


    



efforts to obtain
an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special Servicer within
30 days from receipt of the Requesting Holders’ written request. Any Appraised-Out Class for which the Requesting Holders
are challenging the Appraisal Reduction Amount determination shall not exercise any rights of the Controlling Class until such
time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class will be exercised by
the most senior Control Eligible Certificates, if any, during such period.


Upon receipt of any
such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such second Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, is
warranted and, if so warranted shall direct the Master Servicer to, and the Master Servicer shall, recalculate such Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal. If required by any such recalculation,
the Appraised-Out Class shall be reinstated as the Controlling Class.


Appraisals that are
permitted to be 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.


(c)               
An appraisal for any Mortgage Loan that has not been brought current for at least three consecutive Periodic Payments (or
paid in full, liquidated, repurchased or otherwise disposed of) will be updated (i) every 9 months and (ii) upon the Special Servicer’s
determination that the value of the related Mortgaged Property has materially changed, in each case, for so long as an Appraisal
Reduction Event exists.


(d)              
Notwithstanding the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction
Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event)
(i) with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Whole Loans having a Stated
Principal Balance of $2,000,000 or higher, the Special Servicer shall order and use commercially reasonable efforts to obtain an
Updated Appraisal or (ii) with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Whole
Loans having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide a
Small Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal
Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable
Serviced Whole Loans; or (B) order and use commercially reasonable efforts to obtain an Updated Appraisal.


(e)               
The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable
Appraisal or preparation of






    	 	-359-	 



     


    



the applicable internal
valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of
its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following
the Special Servicer’s reasonable request.


On the first Distribution
Date occurring at least 10 Business Days after the delivery of an Updated Appraisal or completion of a Small Loan Appraisal Estimate,
as applicable, the Master Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal or Small
Loan Appraisal Estimate, as applicable, obtained from the Special Servicer. Each Appraisal Reduction Amount shall also be adjusted
to take into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any letter updates,
as of the date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or letter update, as applicable.


Section 4.09       
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 or the [ARD CLASS]
Certificates, and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall
prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall timely sign) and file or cause
to be filed with the IRS, on behalf of the Grantor Trust, an application for a taxpayer identification number for the Grantor Trust
on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall file or cause to be filed
with the IRS Form 1041 (or, if the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may
be applicable and shall furnish or cause to be furnished to the Holders of (i) the [ARD CLASS] Certificates their allocable share
of income and expense with respect to the [ARD CLASS] Specific Grantor Trust Assets and proceeds thereof, as such amounts are received
or accrue, as applicable and (ii) the Classes of Exchangeable Certificates their allocable share of income and expense with respect
to the Class [__] Specific Grantor Trust Assets, the Class [__] Specific Grantor Trust Assets, the Class [__] Specific Grantor
Trust Assets and the Class [PEZ] Specific Grantor Trust Assets and proceeds thereof, respectively, as such amounts are received
or accrue, as applicable.


(c)               
(i) The Grantor Trust will be treated as 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 and
the [ARD CLASS] 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 or other “Middleman” who are Certificateholders. The Certificate Administrator shall not be liable
for any tax reporting penalties that may arise






    	 	-360-	 



     


    



under the WHFIT Regulations,
and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination
that such notice is incorrect.


(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 being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of Certificates, including the price, amount of proceeds and 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.


(iv)               
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
the Certificate Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so
published will represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep
the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


Article V


THE CERTIFICATES


Section 5.01       
The Certificates. (a) The Certificates consist of the Class [__] Certificates, the Class [__] Certificates, the Class
[__] Certificates, the Class [__] Certificates, Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates,
the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates,
the Class [__] Certificates, the Class [__] Certificates,






    	 	-361-	 



     


    



the Class [__] Certificates,
the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [R] Certificates and the Class
[__] Certificates.


The Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [R] and Class [__] Certificates will be substantially in the forms for such Class of Certificates as set forth next to such
Classes in the Table of Exhibits to this Agreement. The Certificates of each Class (other than the [ARD CLASS] and Class
[R] Certificates) will be issuable in registered form only, in minimum denominations of authorized Certificate Balance or Notional
Amount, as applicable, as described in the succeeding table, and multiples of $l in excess thereof (or such lesser amount if the
Certificate Balance or Notional Amount, as applicable, is not a multiple of $1). With respect to any Certificate or any beneficial
interest in a Certificate, the “Denomination” thereof shall be (i) the amount (A) set forth on the face thereof
or (B) in the case of any Global Certificate, set forth on a schedule attached thereto or, in the case of any beneficial interest
in a Global Certificate, the amount set forth on the books and records of the related Depository Participant or indirect participating
brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance or Notional Amount, as applicable, and (iii) be
in an authorized denomination, as set forth below.


	
        Class
	
        Minimum

        Denomination
	
        Aggregate
        Denomination of

        all Certificates of Class

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


(1) The Aggregate
Denomination of all Class [__], Class [__] or Class [__] Certificates, as applicable, represents the Certificate Balance of such
Class without giving effect to any exchange. The Aggregate Denomination of all Class [PEZ] Certificates is equal to the aggregate
of the initial Certificate Balance of the Class [__], Class [__] and Class [__] Certificates and represents the maximum Certificate
Balance of the Class [__] Certificates that could be issued in an exchange. The Certificate Balances of the Class [__], Class [__]
and Class [__] Certificates to be issued on the Closing Date will be reduced, in required proportions, by an amount equal to the
Certificate Balance of the Class [PEZ] Certificates issued on the Closing Date.






    	 	-362-	 



     


    


(2) The Class [PEZ]
Certificates do not have a minimum Denomination. However, in connection with an exchange of Class [__], Class [__] and Class [__]
Certificates for Class [PEZ] Certificates and vice versa, each of the Class [__], Class [__] and Class [__] Certificates exchanged
(whether surrendered or received) in such exchange shall be in denominations no smaller than the minimum Denominations set forth
in this table.


Each Certificate will
share ratably in all rights of the related Class.


The [ARD CLASS] and
Class [R] Certificates will each be issuable in one or more Individual Certificates in minimum denominations of 5% Percentage Interests
and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating the entire 100% Percentage Interest
in each such Class.


The Global Certificates
shall be issued as one or more certificates registered in the name of a nominee designated by the Depository, and Certificate Owners
shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations and Classes as set forth above.


The Global Certificates
shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered
hereunder.


(b)              
Except insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent
and the Trustee may for all purposes (including the making of payments due on the Global Certificates and the giving of notice
to Holders thereof) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Global
Certificates for the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of
transmitting communications pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided
the Certificate Administrator with the names of Certificate Owners (even if such Certificateholders hold their Certificates through
the Depository) the Certificate Administrator shall provide such information to such Certificate Owners directly. The rights of
Certificate Owners with respect to Global Certificates shall be limited to those established by law and agreements between such
Certificateholders and the Depository and Depository Participants. Except as set forth in Section 5.01(e) below, Certificate
Owners of Global Certificates shall not be entitled to physical certificates for the Global Certificates as to which they are the
Certificate Owners. Requests and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be
deemed inconsistent if they are made with respect to different Certificate Owners. Subject to the restrictions on transfer set
forth in this Section 5.01 of this Agreement and Applicable Procedures, the holder of a beneficial interest in a Private
Global Certificate may request that the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate
Registrar and the Certificate Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Upon receipt of such a request and payment by the related Certificate Owner of any attendant expenses,
the Certificate Administrator shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar
may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and give
notice to the Depository of such record date. Without the written consent of the Certificate Registrar, no Global Certificate may
be transferred by the Depository except to a successor Depository that agrees to hold the Global Certificates for the account of
the Certificate Owners.






    	 	-363-	 



     


    



(c)               
Any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have
imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may
be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.


(d)              
The Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s
instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered
in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:


“Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to
the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.”


The Global Certificates
may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend
as may be appropriate.


(e)               
If (i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or
able properly to discharge its responsibilities as Depository, and the Certificate Administrator and the Depositor are unable to
locate a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates
of such Class, the Certificate Administrator shall notify the affected Certificate Owner or Owners through the Depository of the
occurrence of such event and the availability of Individual Certificates to such Certificate Owners requesting them. Upon surrender
to the Certificate Administrator of Global Certificates by the Depository, accompanied by registration instructions from the Depository
for registration of transfer, the Certificate Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance
of Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer shall
recognize the Holders of Individual Certificates as Certificateholders hereunder.






    	 	-364-	 



     


    


(f)               
If the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted
or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by the Global
Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating
Agent will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual
Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates previously
executed, the Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates) in a Denomination
equal to the aggregate Denomination of such Global Certificates.


(g)              
If the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator
shall make available to each Holder and Certificate Owner of a Class of Certificates, upon request of such a Holder, information,
to the extent such information is in its possession, substantially equivalent in scope to the information currently filed by the
Certificate Administrator with the Commission pursuant to the Exchange Act, plus additional information required to be provided
for securities qualifying for resales under Rule 144A under the Act.


For so long as the
[ARD CLASS] or Class [R] Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar shall
take any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.


(h)              
Each Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed
and authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor.
All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating
Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper
officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating
Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates
or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form
set forth in Exhibits A-1 through A-[24] executed by the Authenticating Agent by manual signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.


(i)                
If, in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated
distribution to the Depository based on the expected receipt of any monthly payment based on information set forth in any report
of the Master Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or






    	 	-365-	 



     


    



prepayment expected
to be or which is paid on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such
payments at such time, the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make
the revised distribution on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator (in any of its
capacities), the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer shall not
be liable or held responsible for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution
to Certificateholders. Any out-of-pocket costs incurred by the Certificate Administrator as a consequence of a Borrower failing
to make such payments shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund.


(j)                
[INCLUDE for transactions that satisfy risk retention requirements through third
party purchaser of horizontal residual interest] [Until the expiration of the HRR Transfer Restriction Period, the HRR Certificates
shall only be held as Definitive Certificates in the Third Party Purchaser Safekeeping Account by the Certificate Administrator
(and the Holder of the HRR Certificates shall be registered on the Certificate Register), unless otherwise consented to by the
Sponsor. The Certificate Administrator shall hold the HRR Certificates in safekeeping and shall release the same only upon receipt
of written instructions of the termination of the HRR Transfer Restriction Period or of the Third Party Purchaser’s intent
to transfer pursuant to Section 5.02(n), in each case in accordance with this agreement from the holder of the HRR Certificates
and the Sponsor’s consent (subject to Section 5.01(k)), and in accordance with any authentication procedures as may
be utilized by the Certificate Administrator. There shall be, and hereby is, established by the Certificate Administrator an account
which will be designated the “Third Party Purchaser Safekeeping Account” and into which the HRR Certificates shall
be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the Third Party Purchaser Safekeeping Account for the Holder of the HRR
Certificates. The HRR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set
forth herein. No amounts distributable to the HRR Certificates shall be remitted to the Third Party Purchaser Safekeeping Account,
but shall be remitted directly to the Holder of the HRR Certificates in accordance with written instructions (which shall be in
the form of Exhibit D-1 to this Agreement) provided separately by the Holder of the HRR Certificates to the Certificate
Administrator. Under no circumstances by virtue of safekeeping the HRR Certificates shall the Certificate Administrator (i) be
obligated to bring legal action or institute proceedings against any person on behalf of the Holder of the HRR Certificates or
(ii) have any obligation to monitor, supervise or enforce the performance of any party under the Credit Risk Retention Compliance
Agreement. The Certificate Administrator shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise
monitor the accuracy of any information included in any written instructions provided in connection with this Third Party Purchaser
Safekeeping Account and shall have no liability in connection therewith, other than with respect to the Certificate Administrator’s
obligation to obtain the Sponsor’s consent prior to any release of the HRR Certificates. The Certificate Administrator shall
hold the Individual Certificate representing the HRR Certificates at the below location, or any other location; provided the Certificate
Administrator has given notice to the Holder of the HRR Certificates of such new location:


 


[MAILING ADDRESS]






    	 	-366-	 



     


    


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Sponsor and the Third Party Purchaser substantially
in the form of Exhibit KK to this Agreement evidencing its receipt of the HRR Certificates.


The Certificate Administrator
shall make available to the Holder of the HRR Certificates a statement of Third Party Purchaser Safekeeping Account as mutually
agreed upon by the Certificate Administrator and the Holder of the HRR Certificates, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of the HRR Certificates shall be subject to Article V of this Agreement.


(k)              
In the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Purchaser
Safekeeping Account, the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release
in connection with a transfer pursuant to Section 5.02(n) or in connection with the termination of the HRR Transfer Restriction
Period and (ii) a written request for the Sponsor’s consent to such release substantially in the form attached hereto as
Exhibit C-7. Promptly upon receipt of such request for the Sponsor’s consent, the Certificate Administrator shall
forward such request to the Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such form (or such
other method and/or address(es) as may hereafter be furnished by the Sponsor to the Certificate Administrator in writing). The
Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the Sponsor’s countersigned
request for consent; provided that if the Sponsor fails to respond (which response, for the avoidance of doubt, may include an
acknowledgement of such request) in writing to the Certificate Administrator within 10 Business Days after the Sponsor’s
receipt of any such written request for the Sponsor’s consent, such release will be deemed to have been approved by the Sponsor.
Notwithstanding the foregoing, if the release of any HRR Certificates pursuant to this Section 5.01(k)
occurs in connection with the termination of the Risk Retention Rule and the Third Party Purchaser desires to exchange the HRR
Certificates for Book-Entry Certificates, the Third Party Purchaser must also comply with the transfer provisions in Section
5.02(m) and obtain the consent of the Sponsor pursuant to this Section 5.01(k). Upon the release of such HRR Certificates
from the Third Party Purchaser Safekeeping Account, the Certificate Administrator’ obligations with respect thereto shall
cease and terminate and the Certificate Administrator shall be released therefrom. The Certificate Administrator shall be indemnified
and held harmless for any release in connection with the preceding, in accordance with the terms set forth in Section 8.03.]


Section 5.02       
Registration, Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be
kept at its offices books (the “Certificate Register”) for the registration, transfer and exchange of Certificates
(the Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the Trustee,
the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth
in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of
any Certificates shall be registered in the Certificate Register; provided, in no event shall the Certificate Registrar
be required to maintain in the Certificate Register the names of the individual participants holding beneficial interests in the
Trust Fund through the Depository.






    	 	-367-	 



     


    


The Person in whose
name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this
Agreement and the Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator,
any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate
is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its offices together
with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements of Section 5.01(h)
and Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon
request of the Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names,
addresses and Percentage Interests of the Holders.


(b)              
Upon surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c),
(d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more
new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate
surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate
issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request,
subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h)
and (i) of this Agreement.


(c)               
In addition to the provisions of Sections 5.01(h) and 5.02(d), (e), (f), (g), (h)
and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer of Private
Certificates that are Individual Certificates or beneficial interests in the Private Global Certificates shall be subject to the
following restrictions:


(i)               
Transfers between Holders of Individual Certificates. With respect to the transfer and registration of transfer of
an Individual Certificate representing an interest in a Class of Private Certificates to a transferee that takes delivery in the
form of an Individual Certificate (other than transfers of the [ARD CLASS] or Class [R] Certificates, which may be made only in
accordance with Section 5.02(i) of this Agreement):


(A)            
Other than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register
the transfer of such Individual Certificate if the requested transfer is being made by a transferee who has provided the Certificate
Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 to this Agreement (an “Investment
Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance
with Rule 144A;


(B)             
The Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the
expiration of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer
Certificate substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”),
and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or






    	 	-368-	 



     


    


(C)             
The Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee
furnishes to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made
to an Institutional Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and
(2) in the case of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that
such transfer is in compliance with the Act;


and, in each case, the Certificate
Registrar shall register the transfer of such Individual Certificate only if prior to the transfer the transferee furnishes to
the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer,
require the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense)
as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.


(ii)               
Transfers within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as
a Private Global Certificate remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate
shall only be made in accordance with this Section 5.02(c)(ii).


(A)            
Rule 144A Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the
Restricted Period, a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its
beneficial interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the related Regulation S Global Certificate, such Certificate Owner may, in addition to complying with all
applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants
(the “Applicable Procedures”), transfer or cause the transfer of such beneficial interest for an equivalent
beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(A).
Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with
the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another
specified Agent Member’s account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination
of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the account of the Agent Member and the Euroclear or Clearstream
account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest,
and (3) a certificate in the form of Exhibit H to this Agreement given by the Certificate Owner of such interest,
the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the






    	 	-369-	 



     


    


Denomination of
the Rule 144A Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to
be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by
the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause
to be credited to the account of the Person specified in such instructions (who shall be an Agent Member acting for or on behalf
of Euroclear or Clearstream, or both, as the ease may be) a beneficial interest in the Regulation S Global Certificate having a
Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.


(B)             
Rule 144A Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted
Period, a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial
interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the related Regulation S Global Certificate, such holder may, in addition to complying with all Applicable Procedures,
transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate
only upon compliance with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar
at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent
Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account
a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest
in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with
Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member
to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit I to this Agreement
given by the Certificate Owner of such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian,
as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial
interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination
of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate
to be so transferred, and 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 having a Denomination equal to the amount by which the Denomination of the Rule 144A
Global Certificate was reduced upon such transfer.


(C)             
Regulation S Global Certificate to Rule 144A Global Certificate. If the Certificate Owner of an interest in
a Regulation S Global Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global






    	 	-370-	 



     


    


Certificate to
a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate,
such Certificate Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial
interest for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions
of this Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written
instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit
or cause to be credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate
in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member
to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear
or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of
a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate
(i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder
of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee to
the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository or
the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate Denomination
of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such reduction, to
increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in
the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination equal to the amount
by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer.


(iii)               
Transfers from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global
Certificate to a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take
delivery subject to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face
of such Certificate substantially in the form of Exhibit F to this Agreement (the “Securities Legend”),
and such transferee agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with
this Section 5.02(c)(iii).


(A)            
Transfers of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require
delivery in the form of an






    	 	-371-	 



     


    



Individual Certificate
and the Certificate Registrar shall register such transfer only upon compliance with the provisions of Section 5.02(c)(i)(C)
of this Agreement.


(B)             
Transfers of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S
Investor wishing to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only
upon compliance with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.


(C)             
Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual
Certificate pursuant to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.


Upon acceptance for exchange or
transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or on a continuation of such schedule
affixed to such Private 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 Private Global Certificate equal to the Denomination of such Individual
Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and
the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial
interest in the Private Global Certificate shall bear the Securities Legend.


(iv)            
Transfers of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate
wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest
in the related Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected
only in accordance with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar
at the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a)
of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member directing
the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in
such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the Denomination
of the Individual Certificate to be so transferred, (3) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation S, the
Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest, and (4) (x) an Investment
Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the Regulation
S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation Letter from
the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in the form of
a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual Certificate,
execute and deliver a new Individual Certificate for the






    	 	-372-	 



     


    



Denomination
of the Individual Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed
by the Holder), and the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to increase
the Denomination of the Regulation S Global Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination
of the Individual Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified
in such instructions who, in the case of any increase in the Regulation S Global Certificate during the Restricted Period, shall
be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination
of the Rule 144A Global Certificate or the Regulation S Global Certificate, as the case may be.


It is the intent of the foregoing
that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery
in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from the Initial Purchasers
to an initial investor.


(v)            
All Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates,
an exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an
Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange
is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates
remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02
and in accordance with the rules of the Depository and Applicable Procedures.


(d)              
If Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend,
the Certificates so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement
of Certificates bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates
so issued shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the
party requesting the removal of such legend) familiar with United States securities laws, as may be reasonably required by
the Certificate Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required
to ensure that transfers of any Certificate comply with the provisions of Rule 144A or Rule 144 under the Act or that
such Certificate is not a “restricted security” within the meaning of Rule 144 under the Act. Upon provision of
such satisfactory evidence, the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities
Legend.


(e)               
Subject to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02,
the Holder of any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any
authorized denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any
transfer agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the
Holder or its duly authorized attorney), in






    	 	-373-	 



     


    



the case of transfer,
and a written request for exchange, in the case of exchange. Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such office of the Certificate Administrator or within ten
Business Days if made at the office of a transfer agent (other than the Certificate Registrar), execute and deliver at the office
of the Certificate Administrator or at the office of such transfer agent, as the case may be, to the transferee (in the case of
transfer) or Holder (in the case of exchange) or send by first-class mail (at the risk of the transferee in the case of transfer
or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, an Individual Certificate
or Certificates, as the case may require, for a like aggregate Denomination and in such Denomination or Denominations as may be
requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the office
of the Certificate Administrator or at the office of a transfer agent by the registered Holder in person, or by a duly authorized
attorney-in-fact. The Certificate Registrar may decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.


(f)               
An Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global
Certificate pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may
only be transferred to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar
has actual knowledge that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by
or for the benefit of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction,
then the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the
investor to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within
fourteen days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.


(g)              
Subject to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates
shall be limited to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor
of the Depository or such successor’s nominee.


(h)              
No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of
transfer or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors,
as provided herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the
Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any
legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer.


(i)                
Subject to Section 5.02(e) of this Agreement, transfers of the [ARD CLASS] or Class [R] Certificates may be
made only in accordance with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class [R]
Certificate only if (x) the transferor






    	 	-374-	 



     


    



has advised the Certificate
Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer and (y) prior to such transfer
the transferee furnishes to the Certificate Registrar an Investment Representation Letter. The Certificate Registrar shall register
the transfer of a [ARD CLASS] Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such
Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated Person or an Institutional Accredited Investor
and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. In addition,
the Certificate Registrar may as a condition of the registration of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information (at the transferor’s expense) as it may reasonably require to confirm
that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Act and other applicable laws.


(j)                
No transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless
that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and
any applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the
Depositor, the Master Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register
or qualify the Private Certificates under the Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


(k)              
No transfer of any Class [__], Class [__], Class [__], Class [__], Class [__], [LOAN SPECIFIC CLASS], [ARD CLASS] or Class
[R] Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit plan subject
to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a governmental plan, as defined in Section 3(32)
of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (ii) a collective investment
fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant
to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, other than (with respect to transfer
of Restricted Certificates other than the [ARD CLASS] Certificates or the Residual Certificates), an insurance company using the
assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate by such
insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of ERISA
and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law.
Each prospective transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar
and the Certificate Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to
this Agreement, stating that the prospective transferee is not a Person referred to in (i) or (ii) above or (B) if the
transferee is such an entity specified in (i) or (ii) above (except in the case of a [ARD CLASS] Certificate or a Residual
Certificate, which may not be transferred unless the transferee represents it is not such an entity), such entity, at its own expense,
shall provide any opinion of






    	 	-375-	 



     


    



counsel, officers’
certificates or agreements as may be required by, and in form and substance satisfactory to, the Depositor, the Certificate Administrator
and the Certificate Registrar, to the effect that the purchase and holding of the Certificates by or on behalf of a Plan will not
constitute or result in a non-exempt prohibited transaction within the meaning of Sections 406 and 407 of ERISA and Section 4975
of the Code, and will not subject the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar to any obligation or liability. None of
the Certificate Administrator or the Certificate Registrar shall register a [ARD CLASS] or Class [R] Certificate in any Person’s
name unless such Person has provided the letter referred to in clause (A) of the preceding sentence. The transferee of
a beneficial interest in a Global Certificate that is a Restricted Certificate shall be deemed to represent that it is not a Plan
or a Person acting on behalf of any Plan or using the assets of any Plan to acquire such interest other than (with respect to transfers
of beneficial interests in Global Certificates which are Restricted Certificates other than the [ARD CLASS] Certificates or the
Residual Certificates) an insurance company using the assets of its general account under circumstances whereby such transfer to
such insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of
ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60, or a substantially similar exemption under
Similar Law. Any transfer of a Restricted Certificate that would violate or result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null and void ab initio.


(l)                
Each Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest
are expressly subject to the following provisions:


(i)               
Each Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
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 Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) 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 and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.


(ii)               
No 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 Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form
and substance satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor
an affidavit in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted






    	 	-376-	 



     


    



Transferee and
(B) stating that (i) the proposed transferee historically has paid its debts as they have come due and intends to do
so in the future, (ii) the proposed transferee understands that, as the holder of an Ownership Interest, it may incur liabilities
in excess of cash flows generated by the residual interest, (iii) the proposed transferee intends to pay taxes associated
with holding the Ownership Interest as they become due, (iv) the proposed transferee will not transfer the 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, (v) the proposed transferee 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 proposed transferee
or any other U.S. Person and (vi) the proposed transferee expressly agrees to be bound by and to abide by the provisions of
this Section 5.02(l) and (y) other than in connection with the initial issuance of the Class [R] Certificates,
require a statement from the proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are
false.


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee.


Neither the Certificate
Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance
with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to
any transfer of any Certificate (including, without limitation, the Securities Legend), or any interest therein, other than to
require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect
to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator and the
Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the
Depository or between or among Depository Participants or Certificate Owners made in violation of applicable restrictions.


Upon written notice
to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, 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 Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the
IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of Section 860E(e) of
the Code as may be required by the Code, including, but not limited to, the






    	 	-377-	 



     


    



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 and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator
may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above;
provided that such Persons shall in no event be excused from furnishing such information.


(m)            
(i) At all times during the HRR Transfer Restriction Period, if a transfer of the HRR Certificates is to be made, then the
Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon)
each of the following, sent to the Certificate Registrar and with a copy to each of the Sponsor and counsel at the addresses provided
in Section 12.05: (A) Exhibit C-7 from the HRR Certificateholder instructing the Certificate Registrar of its intentions
to release the HRR Certificate from the Third Party Purchaser Safekeeping Account and to transfer such HRR Certificate, (B) a certification
from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit C-5, (C)
a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
C-6, (D) a W-9 completed by the Transferee and (E) wire instructions and contact information of the Transferee. Upon receipt
of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(j) and Section 5.02, facilitate
the transfer of the HRR Certificate and reflect the HRR Certificates in the name of the prospective transferee and shall deliver
written confirmation to the Transferee with a copy via email to each of the Sponsor and Transferor, of such transfer and the safekeeping
of such HRR Certificate substantially in the form of Exhibit LL attached hereto. (ii) After the termination of the HRR Transfer
Restriction Period, if a transfer of the HRR Certificates is to be made, then the Certificate Registrar shall refuse to register
such transfer unless it receives (and upon receipt may conclusively rely upon) each of the following: (A) a certification from
such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit C-5 and (B) a
certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
C-6. For the avoidance of doubt, in no event shall the HRR Certificates be held as a Book-Entry Certificate with a balance
in excess of $0 at any time prior to the expiration of the HRR Transfer Restriction Period.


(n)              
[No Person shall be permitted to own, directly or indirectly, any interest in the RR Interest other than (i) the Sponsor
or one of its majority-owned Affiliates that is not a non-exempt Person or (ii) a Person that provides financing permitted under
the Risk Retention Rule (a “Permitted Lender”) to the Sponsor or such majority-owned Affiliate; provided,
further, that if such financing is provided by the Permitted Lender in a repurchase transaction, such Sponsor or such majority-owned
Affiliate of the Sponsor may transfer its interest in the RR Interest to the Permitted Lender so long as such Sponsor or such majority-owned
Affiliate is obligated to repurchase such interest in the RR Interest pursuant to the terms of the related financing documents.
The RR Interest Owner, if it wishes to transfer the RR Interest, shall notify the Certificate Administrator in writing of such
transfer and identify the new RR Interest Owner. The Certificate Administrator shall register the ownership of the RR Interest
on a registry of ownership maintained by the Certificate Administrator. Any transfer of the RR Interest (including to a majority-owned
Affiliate) shall be null and void ab initio to the extent permitted under applicable law unless all of the following is
provided to the Certificate Administrator (i) the transferor of the RR Interest has executed and delivered to the Certificate
Administrator a






    	 	-378-	 



     


    



certification in the
form of Exhibit C-4 hereto and (ii) the transferee of the RR Interest has executed and delivered to the Certificate Administrator
a certification in the form of Exhibit C-3 hereto, which certification shall include wiring instructions and contact information
for such transferee. Notwithstanding anything else in this Agreement to the contrary, no Person shall have any rights hereunder
with respect to the RR Interest unless (i) in the case of the Sponsor or its majority-owned Affiliate, such Person is identified
in writing to the Certificate Administrator as being the RR Interest Owner, or (ii) in the case of any subsequent transferee,
such Person is identified as being the RR Interest Owner on the ownership registry. The Certificate Administrator, the other parties
to this Agreement and the Certificateholders shall be entitled to treat the RR Interest Owner (in the case of any subsequent RR
Interest Owner, as recorded on such ownership registry) as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in the RR Interest on the part of any other Person. Any transfer of an interest
in the RR Interest that is not in compliance with this Section 5.02(n) or Section 5.02(k) shall be null and void
ab initio to the extent permitted under applicable law.]


Section 5.03       
Mutilated, Destroyed, Lost or Stolen Certificates. If (i) 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 (ii) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it and
the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible Officer of the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator or the Authenticating Agent shall
execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of the same Class and of like tenor and Percentage Interest. Upon the issuance of
any new Certificate under this Section 5.03, the Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.03
shall constitute complete and indefeasible evidence of ownership of the corresponding interest in the Trust Fund, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


Section 5.04       
Appointment of Paying Agent. The Certificate Administrator may appoint a paying agent (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, the Trustee or the Master Servicer, to
execute and deliver to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the Master
Servicer and the Trustee 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. Except for the Certificate Administrator,
as the initial Paying Agent, the Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least
“[___]” from [___], “[___]” by [___] and “[___]” by [___] (or, if not rated by [___], an equivalent
(or






    	 	-379-	 



     


    



higher) rating by
any two other NRSROs), or shall be otherwise acceptable to each Rating Agency, as confirmed by a receipt of a Rating Agency Confirmation.


Section 5.05       
Access to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder
(for purposes of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar,
and such application states that the Applicant desires to communicate with other Certificateholders, the Certificate Registrar
shall 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, at the expense of the Applicant.


(b)              
Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate
Registrar 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)               
Upon the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the
Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted
by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact
and (b) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator
shall deliver such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne
by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special
Notice to Certificateholders, regardless of the information set forth in such Special Notice.


Section 5.06       
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 the Trustee and, when required, to the Master 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
Certificate Administrator, the Trustee 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 or the Trustee 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 registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master






    	 	-380-	 



     


    



Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.


(d)              
The Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred
to in this Section 5.06 as it shall deem necessary.


Section 5.07       
Rule 144A Information. The Certificate Administrator shall, upon request of any Certifying Certificateholder that
is a Holder of a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder or beneficial owner
or a prospective purchaser designated by such Holder or beneficial owner who is a Qualified Institutional Buyer the information
required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided to the Certificate
Administrator and has been identified as Rule 144A information (which shall include all information on the Certificate Administrator’s
Website and all information currently required to be made available to Certificateholders, as well as any other specifically identified
information herein), if at the time of such request periodic reports are not being filed with respect to the Trust under Section
13 or Section 15(d) of the Exchange Act.


Section 5.08       
Exchanges of Exchangeable Certificates


(a)               
The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit
of the Holders of the Exchangeable Certificates. The assets of the Grantor Trust held for the benefit of the Holders of the Exchangeable
Certificates shall consist of the Class [PEZ] Regular Interests, which have been placed in the Grantor Trust through the efforts
of the Underwriters. The Class [PEZ] Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee.
At all times, the Class [__], Class [__] and Class [__] Certificates shall represent beneficial ownership interests in the Class
[__] Percentage Interest, the Class [__] Percentage Interest and the Class [__] Percentage Interest, respectively, in the Class
[__] Regular Interest, Class [__] Regular Interest and Class [__] Regular Interest, respectively. At all times, the Class [PEZ]
Certificates shall represent beneficial ownership interests in the Class [PEZ] 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 Balance set forth for such
Class in the Preliminary Statement.


(c)               
Following the Closing Date and subject to the conditions set forth in Section 5.08(d), (i) if a Certificateholder
holds Class [__] Certificates, Class [__] Certificates and Class [__] Certificates in an Exchangeable Proportion, then those Exchangeable
Certificates may be exchanged on the books of the Depository for Class [PEZ] Certificates that represent the same Tranche Percentage
Interest in each Class [PEZ] Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class
[PEZ] Certificates may exchange its Certificates on the books of the Depository for Class [__] Certificates, Class [__] Certificates
and Class [__] Certificates that evidence the same Tranche Percentage Interest in the Class [PEZ] Regular Interests as the Class
[PEZ] Certificates being surrendered.






    	 	-381-	 



     


    


(d)              
An exchange of Exchangeable Certificates may only occur if the Class [__], Class [__] and Class [__] 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 5.08 after the date when the then-current Certificate
Balance of the Class [__] Regular Interest (and, correspondingly, the Class [__] Certificates and, to the extent evidencing an
interest in the Class [__] Regular Interest, the Class [PEZ] 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 5.08. 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 [__], Class [__] and Class [__] Certificates for Class [PEZ] 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 5.08(i)) the corresponding Exchangeable Certificates to which such Certificateholder
is entitled as set forth in Section 5.08(c).


(f)               
[Reserved].


(g)              
In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate
Certificate Balance of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate
Register and shall increase the outstanding aggregate Certificate Balance 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 Private Global Certificate
for each Class of Exchangeable Certificates to reflect such reductions and increases.


(h)              
In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator
in writing or by e-mail at [EMAIL ADDRESS] (with a subject line referencing “[NAME OF ISSUING ENTITY]” 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 Balance of the Exchangeable Certificates to be exchanged and
the original and outstanding Certificate Balance of the Exchangeable Certificates to be received; the Certificateholder’s
Depository participant number; and the proposed Exchange Date. 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






    	 	-382-	 



     


    



Certificates on and
after the Closing Date, by notice to the Certificate Administrator substantially in the form of Exhibit GG.


(i)                
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 nor the Depositor shall have any obligation to ensure the availability of the applicable
Certificates in the market to accomplish any exchange.


(j)                
In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees
must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first
distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange
to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator
nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.


Article VI

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


Section 6.01       
Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


Section 6.02       
Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer
or the Operating Advisor. Subject to the following paragraph, each of the Master Servicer and the Special Servicer shall keep
in full effect its existence, rights and good standing as a n[_____] under the laws of [_____] and shall not jeopardize its ability
to do business in each jurisdiction in which the Mortgaged Properties securing the Mortgage Loans that it is servicing are located
or to protect the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans that it is servicing
and to perform its respective duties under this Agreement. In addition, subject to the following paragraph, the Operating Advisor
and the Asset Representations Reviewer shall keep in full effect its existence, rights and good standing as a [_____] under the
laws of the State of [_____] and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties
are located or to protect the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans and
to perform its respective duties under this Agreement.






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Each of the Master
Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person into which
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be merged
or consolidated, or any Person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the
Depositor, the Operating Advisor or the Asset Representations Reviewer is a party, or any Person succeeding to the business of
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer, shall be
the successor of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer,
as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies
has provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any; provided
that neither the Master Servicer nor the Special Servicer shall be required to obtain a Rating Agency Confirmation from any Rating
Agency if the Master Servicer or Special Servicer, respectively, is merged into or consolidated with a Qualified Affiliate or transfers
all or substantially all of its assets to a Qualified Affiliate; provided, further, if the Master Servicer or the
Special Servicer enters into a merger and the Master Servicer or the Special Servicer, as applicable, is the surviving entity under
applicable law, the Master Servicer or the Special Servicer, as applicable, shall not, as a result of the merger, be required to
provide a Rating Agency Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer,
Special Servicer, the Operating Advisor or the Asset Representations Reviewer may remain the Master Servicer, Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, under this Agreement after (x) being merged or
consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets
to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity of such merger, consolidation or
transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. 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, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the






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Asset Representations
Reviewer nor any Affiliates, partners, shareholders, directors, officers, employees, members, managers, representatives or agents
(including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer shall be under any liability to the Trust Fund, the Certificateholders, any Serviced Companion Loan Noteholders, any party
hereto or any third party beneficiary for any action taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement (including actions taken or not taken at the direction of any Directing Certificateholder), or for errors in
judgment; provided, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer, or any Affiliate, representative, member, manager, director, officer,
employee or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, against any breach of warranties or representations made herein, or against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence (or in the case of (x) the Master
Servicer or Special Servicer, by reason of any specific liability imposed hereunder for a breach of the Servicing Standard, (y) the
Operating Advisor, by reason of any specific liability imposed hereunder for a breach of the Operating Advisor Standard or (z)
the Asset Representations Reviewer, by reason of any specific liability impose) in the performance of duties or by reason of negligent
disregard of obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and any Affiliate, representative, member, manager, director, officer, employee or agent (including
sub-servicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters
arising hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations
to remit the CREFC® Intellectual Property Royalty License Fee to CREFC®, to report
any such CREFC® Intellectual Property Royalty License Fee so paid or to make available any Distribution Date
Statement to the general public (or in particular, CREFC®).


The Trust Fund and
each Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer, the Special Servicer
and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal fees and expenses) incurred
in connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to this Agreement or the Certificates,
incurred by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason of willful misconduct, bad faith,
fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard of obligations and duties thereunder,
on the part of such indemnifying party.


The Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliates, directors,
officers, employees, members, managers, representatives and agents (including sub-servicers) of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be indemnified and held harmless by the
Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim, loss,
penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement the Mortgage Loans, the Trust Subordinate
Companion Loan, the Companion Loans or the Certificates, other than any loss, liability or expense (including legal fees and expenses)
(i) specifically required to be borne






    	 	-385-	 



     


    



thereby pursuant to
the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law; provided that such indemnified parties shall be paid out of the Collection Account in accordance
with Section 3.06(a) of this Agreement; provided, further, that if such matter relates directly to any
Serviced Whole Loan, such indemnified parties shall be paid first out of the applicable Serviced Whole Loan Collection Account
(allocated in accordance with the expense allocation provision of the related Intercreditor Agreement), and then, if funds
therein are insufficient, out of the Collection Account; provided that the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion
Loan Noteholders.


The Depositor shall
indemnify the Operating Advisor (both in its capacity as Operating Advisor and individually) and each of its Affiliates and each
of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses
that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by such indemnified party in any action or proceeding between the Depositor and such indemnified party or between
such indemnified party and any third party or otherwise) resulting from the Depositor’s willful misconduct, bad faith, fraud
or negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder.


The Operating Advisor
shall indemnify the Depositor (both in its capacity as Depositor and individually) and each of its Affiliates and each of its directors,
officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such indemnified
party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by such indemnified party in any action or proceeding between the Operating Advisor and such indemnified party or between
such indemnified party and any third party or otherwise) resulting from the Operating Advisor’s willful misconduct, bad faith,
fraud or negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder.


The Asset Representations
Reviewer agrees to indemnify the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Depositor,
the Operating Advisor and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs,






    	 	-386-	 



     


    



liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


(b)              
None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties
under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust Fund; provided,
that each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake
any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders and holders of Serviced Companion Loan Securities, if applicable, hereunder. In such
event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be
reimbursed therefor from the Collection Account in accordance with Section 3.06(a) of this Agreement) no later than
60 days after submitting such expenses or costs for reimbursement, provided that a failure to reimburse such parties within such
60 days will not affect or limit such parties’ rights to receive reimbursement hereunder; provided, further, that
in the case of any Serviced Whole Loan, such amounts shall be allocated in accordance with the expense allocation provision of
the related Intercreditor Agreement, and such parties shall be entitled to be reimbursed first, from the applicable Serviced
Whole Loan Collection Account and then, from the Collection Account, all in accordance with Section 3.06(a)
of this Agreement and the related Intercreditor Agreement.


(c)               
The terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.


Section 6.04       
Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the
Master Servicer, the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer, the Special Servicer and
the Operating Advisor may assign their respective rights and delegate their respective duties and






    	 	-387-	 



     


    



obligations under
this Agreement in connection with the sale or transfer of a substantial portion of their mortgage servicing, asset management or
(solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that: (i) the
purchaser or transferee accepting such assignment and delegation (A) shall be an established mortgage finance institution,
bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating Advisor), organized and
doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the Master Servicer, Special Servicer or Operating Advisor or a Person resulting
from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement, (B) shall be
acceptable to each Rating Agency as confirmed in a Rating Agency Confirmation delivered to the Trustee and the Certificate Administrator
relating to the Certificates and Serviced Companion Loan Securities, if any, (C) shall execute and deliver to the Trustee
and the Certificate Administrator an agreement that contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the Master Servicer, Special Servicer or Operating Advisor,
as applicable under this Agreement from and after the date of such agreement and (D) shall not be a Prohibited Party; (ii) 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; (iii) the rate
at which the Servicing Compensation, Special Servicing Compensation or Operating Advisor Fee, as applicable (or any component thereof)
is calculated shall not exceed the rate then in effect and (iv) 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 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 Section 6.02 of this Agreement and this Section 6.04, the Master Servicer,
the Special Servicer and the Operating Advisor shall not resign from its respective obligations and duties hereby imposed on it
except (i) upon determination that such duties hereunder are no longer permissible under applicable law or (ii) in connection
with the assignment of rights and delegation of duties as set forth in Section 6.04(a). Any such determination described
in clause (i) above permitting the resignation of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special Servicer’s or Operating
Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


(c)               
The Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination
Event or Special Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such
removal shall be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing
Compensation or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon
to which it is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the
extent such amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the
successor Master Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated
Master Servicer, an amount






    	 	-388-	 



     


    



equal to the amounts
so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant to this paragraph, in which
case the successor Master Servicer shall, immediately upon deposit, have the same right of reimbursement or payment as the terminated
Master Servicer had immediately prior to its termination without regard to the operation of this paragraph.


(d)              
No resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated by the preceding
paragraphs of this Section 6.04 shall become effective until the Trustee or a successor Master Servicer, Special Servicer
or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s, Special Servicer’s or Operating
Advisor’s responsibilities, duties, liabilities and obligations hereunder. If no successor Master Servicer, Special Servicer
or Operating Advisor can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer,
Special Servicer or Operating Advisor would have been entitled, additional amounts payable to such successor Master Servicer, Special
Servicer or Operating Advisor shall be treated as Realized Losses and/or Loan Specific Realized Losses, as applicable.


Section 6.05       
Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect
to their performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford
the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, 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. Upon written request, the Master Servicer and/or the Special
Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee its most recent publicly available financial statements (or, with respect to the Master Servicer, those of its
ultimate parent) and such other non-proprietary information as the Master Servicer or the Special Servicer, as the case may be,
shall determine in its sole and absolute discretion as it possesses, which is relevant to the performance of its duties hereunder
and which it is not prohibited by applicable law or contract from disclosing. 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 any rights of such Person
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. If the Depositor or its designee undertakes any such action, it
will be reimbursed by the Trust Fund from the Collection Accounts (or with respect to a Serviced Whole Loan, to the extent such
reimbursement is allocable to such Serviced Whole Loan Collection Account), as provided in Section 3.06 and Section 6.03(a)
hereof to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the Depositor, the Certificate
Administrator, the Trustee, the Master Servicer (solely with respect to any action or failure to act by the Special Servicer) or
the Special Servicer (solely with respect to any action or failure to act by 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 party 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 be under any obligation to disclose confidential or proprietary information
pursuant to this Section.






    	 	-389-	 



     


    


Section 6.06       
The Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer or an Affiliate of the Master
Servicer, or the Special Servicer or an Affiliate of the Special Servicer, may become the Holder (or with respect to a Global Certificate,
Certificate Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the
terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith
judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may, but
will not be required to, seek the approval of the Certificateholders to such action (or inaction) by delivering to 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 (or inaction) that the
Master Servicer or the Special Servicer proposes to take (or refrain from taking). 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 a majority of the Voting Rights of all Certificateholders and, if no Control
Termination Event has occurred and is continuing, the applicable Directing Certificateholder (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates, as applicable)
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       
The Directing Certificateholder [and the Risk Retention Consultation Party]. (a) For so long as no Control Termination
Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer
with respect to all Specially Serviced Loans, (2) the Special Servicer with respect to Performing Loans as to all matters
for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer
with respect to all Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the Master
Servicer subject to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the contrary, except
as set forth in, and in any event subject to the second and third paragraphs of this Section 6.07, both (a) the
Master Servicer shall not be permitted to take any action constituting a Major Decision unless it has obtained the prior written
consent of the Special Servicer and (b) for so long as no Control Termination Event has occurred and is






    	 	-390-	 



     


    


continuing, the Special
Servicer shall not be permitted to consent to the Master Servicer’s taking any of the following actions nor will the Special
Servicer itself be permitted to take any action constituting a Major Decision as to which the Directing Certificateholder has objected
in writing within [ten (10)] Business Days (or [30] days with respect to clause (j) of the definition of “Major
Decision”) after receipt of the written recommendation and analysis (provided that if such written objection has
not been received by the Master Servicer or the Special Servicer within such [ten (10)] Business Day period (or [30] days
with respect to clause (j) of the definition of “Major Decision” or such longer period provided for in any related
Intercreditor Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Certificateholder
approval), then the Directing Certificateholder will be deemed to have approved such action); provided that, if the Special
Servicer or Master Servicer (if the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable,
determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing
Certificateholder (if no Control Termination Event has occurred and is continuing) in this Agreement, is necessary to protect the
interests of the Certificateholders [and the RR Interest Owner] and, with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan) and the Special Servicer has made a reasonable effort to contact
the Directing Certificateholder, the Master Servicer or the Special Servicer, as the case may be, may take any such action without
waiting for the Directing Certificateholder’s response. The Master Servicer or the Special Servicer is not required to obtain
the consent of the Directing Certificateholder for any Major Decision if a Control Termination Event has occurred and is continuing;
provided that, if a Control Termination Event has occurred and is continuing, the Master Servicer or the Special Servicer
shall consult with the Operating Advisor in connection with any Major Decision that it is processing and consider alternative actions
recommended by the Operating Advisor; provided, further, that, if a Control Termination Event has occurred and is
continuing but no Consultation Termination Event has occurred, the Special Servicer shall consult with the Directing Certificateholder
in connection with any Major Decision that it is processing or, in the case of the Special Servicer, any Asset Status Report and
any other matters set forth in this Agreement as to which the consent or approval of the Directing Certificateholder would have
been required or as to which the Directing Certificateholder would have had the right to advise or direct the Special Servicer
or the Master Servicer if no Control Termination Event had occurred and was continuing and consider alternative actions recommended
by the Directing Certificateholder; provided, further, that such consultation with the Directing Certificateholder
or the Operating Advisor is not binding on the Special Servicer. Notwithstanding anything herein to the contrary, with respect
to any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation
Event has occurred and is continuing), the Master Servicer, Special Servicer or the related Excluded Special Servicer, as applicable,
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in this Section 6.07 for consulting with the Operating Advisor.






    	 	-391-	 



     


    


In addition, for so
long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Certificateholder may deem
advisable or as to which provision is otherwise made herein; provided that, notwithstanding anything herein to the contrary,
no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, this Agreement,
any Intercreditor Agreement or the REMIC Provisions, including without limitation the Special Servicer’s obligation to act
in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Paying Agent, the Trust Fund,
the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s responsibilities
hereunder.


If the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder, or any advice from
the Directing Certificateholder, would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, any 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 advice
and notify the Directing Certificateholder, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5
Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing
Certificateholder [or the Risk Retention Consultation Party] that does not violate any law or the Servicing Standard or any other
provisions of this Agreement or any Intercreditor Agreements will not result in any liability on the part of the Master Servicer
or the Special Servicer.


Notwithstanding anything
to the contrary contained in this Agreement, with respect to the AB Whole Loan, for so long as no Consultation Termination Event
and no Loan Specific Control Appraisal Event has occurred and is continuing, the Master Servicer and the Special Servicer shall
consult with the Controlling Class Representative on a non-binding basis in connection with any Major Decision (or any other matter
for which the consent of the Directing Certificateholder would have been required or for which the Directing Certificateholder
would have the right to direct the Master Servicer or the Special Servicer).


Notwithstanding anything
to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no Consultation
Termination Event has occurred, the Controlling Class Representative shall be entitled to the rights of the “Non-Directing
Certificateholder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the Operating
Advisor be entitled to the rights of the “Non-Directing Certificateholder” (or similar term) under the related Intercreditor
Agreement.


The Directing Certificateholder
shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action
taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing Certificateholder
shall not be protected against any liability to a Controlling  






    	 	-392-	 



     


    



Class
Certificateholder (or, in the case of the AB Whole Loan, to the extent the Directing Certificateholder is the Loan Specific
Directing Certificateholder, the Holders of the [LOAN SPECIFIC CLASS] Certificates) that would otherwise be imposed by reason
of willful misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of
obligations or duties.


[The Risk Retention
Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from
the taking of any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party
shall not be protected against any liability to the RR Interest Owner that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the RR Interest Owner or by reason of reckless disregard of
obligations or duties owed to the RR Interest Owner. By its acceptance of a Certificate, each Certificateholder acknowledges and
agrees that the Risk Retention Consultation Party may take actions that favor the interests of the RR Interest over the Certificates,
and that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of the Certificates,
that the Risk Retention Consultation Party may act solely in the interests of the RR Interest Owner, that the Risk Retention Consultation
Party does not have any duties or liability to the Certificateholders, that the Risk Retention Consultation Party shall not be
liable to any Certificateholder, by reason of its having acted solely in the interests of the RR Interest Owner, and that the Risk
Retention Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having
so acted.]


(b)              
Notwithstanding anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing,
the Directing Certificateholder shall have no right to consent to any action taken or not taken by any party to this Agreement;
(ii) if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred, the
Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder
in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) if a Consultation
Termination Event has occurred, the Directing Certificateholder shall have no consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, Voting Rights given to all Certificateholders and rights to
receive reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Special Servicer will be required to provide each Major Decision
Reporting Package to the Operating Advisor promptly after the Special Servicer receives the Directing Certificateholder’s
approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any non-Specially
Serviced Mortgage Loan no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer shall use
reasonable efforts not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating
Advisor Consultation Event. After the occurrence and during the continuance of an Operating Advisor Consultation Event (whether
or not a Control






    	 	-393-	 



     


    



Termination Event
is continuing), the Master Servicer or the Special Servicer that is processing the related Major Decision will be required to provide
each Major Decision Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s or the Special Servicer’s
written request for the Operating Advisor’s input regarding the related Major Decision (which written request and Major Decision
Reporting Package may be delivered in one notice), as set forth under Section 6.07. With respect to any particular Major
Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Master Servicer
or the Special Servicer to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable”, shall make
available to the Operating Advisor a servicing officer with the relevant knowledge regarding the Mortgage Loan and such Major Decision
and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other
things, such Major Decision and/or Asset Status Report.


In addition, if an
Operating Advisor Consultation Event has occurred and is continuing, the Master Servicer or the Special Servicer will also be required
to consult with the Operating Advisor (in person or remotely via electronic, telephonic or other mutually agreeable communication)
in connection with any proposed Major Decision that it is processing (and any other actions which otherwise require consultation
with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the Master Servicer or the Special Servicer receives no response
from the Operating Advisor within ten (10) days following the later of (i) its written request for input (which request is
required to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor that is in possession of the Master Servicer or the Special Servicer,
as applicable, related to the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable,
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the Special Servicer,
as applicable, from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan
related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and
is continuing), the Master Servicer, Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that
it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in this Section 6.07 for consulting with the Operating Advisor.


In connection with
the Controlling Class Representative or Operating Advisor’s right to consent or consult with respect to a Major Decision,
as applicable, if the Special Servicer determines that action is necessary to protect the Property or the interests of the Certificateholders
from potential harm if such action is not taken, 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 Property before the expiration of the applicable
period for the Operating Advisor or Controlling Class Representative to respond as described in this section, if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure






    	 	-394-	 



     


    



to take such actions
before the expiration of such period would materially adversely affect the interest of the Certificateholders, and the Special
Servicer has made a reasonable effort to contact the Operating Advisor or the Controlling Class Representative, as applicable.


In addition, (i) for
so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Non-Serviced
Mortgage Loan or any applicable Excluded Loan), [and (ii) during the continuance of a Consultation Termination Event, with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), the Master Servicer or
Special Servicer will also be required to consult with the Risk Retention Consultation Party in connection with any Major Decision
that it is processing (and such other matters that are subject to consultation rights of the Risk Retention Consultation Party
pursuant to this Agreement) and to consider alternative actions recommended by the Risk Retention Consultation Party in respect
of such Major Decision; provided that such consultation is on a non-binding basis]. [In the event the Master Servicer or
the Special Servicer, as applicable, receives no response from the Risk Retention Consultation Party within 10 days following the
later of (i) the Master Servicer’s or the Special Servicer’s written request for input (which request is required
to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Risk Retention Consultation Party related to the subject matter of such consultation, the
Master Servicer or the Special Servicer, as applicable, will not be obligated to consult with the Risk Retention Consultation Party
on the specific matter; provided, however, that the failure of the Risk Retention Consultation Party to respond shall
not relieve the Master Servicer or the Special Servicer, as applicable, using reasonable efforts to consult with the Risk Retention
Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage
Loan.]


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 shall have 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 Controlling Class Representative. However,
the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other
Certificateholder.


(c)               
The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, may from time to time request that the
Certificate Administrator provide the name of the then-current Directing Certificateholder for any applicable Mortgage Loan or
Serviced Whole Loan. Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business
Days following such request) provide the name of the then-current Directing Certificateholder to the Master Servicer, the Special
Servicer, the Trustee or the Operating Advisor, but only to the extent the Certificate Administrator has actual knowledge of the
identity of the then-current Directing Certificateholder; provided that if the Certificate Administrator does not have actual
knowledge of the identity of the then-current Directing Certificateholder, then (i) the Certificate Administrator shall determine
which Class is the Controlling Class and (ii) the Certificate Administrator shall promptly (but in no event more than five (5)
Business Days following such request) request from the Depository, the list of Certificate Owners of the Controlling Class, and
the Certificate Administrator shall provide such






    	 	-395-	 



     


    



list to the Master
Servicer, the Special Servicer, the Trustee or the Operating Advisor. Any expenses incurred in connection with obtaining such information
shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to
which the Directing Certificateholder (or Controlling Class Representative) has review, consent or consultation rights with respect
to an action taken by, or report prepared by, the requesting party pursuant to this Agreement and (ii) the requesting party
has not been notified of the identity of the Directing Certificateholder (or Controlling Class Representative) or reasonably believes
that the identity of the Directing Certificateholder (or Controlling Class Representative) has changed, then such expenses shall
be at the expense of the Trust. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor, shall be entitled
to conclusively rely on any such information so provided.


To the extent the
Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Certificateholder or the
list of Holders (or Certificate Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special Servicer,
as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and
the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.


Section 6.08       
Rights of Non-Directing Certificateholders. With respect to each Serviced Whole Loan, the Master Servicer or the
Special Servicer, as applicable, shall:


(a)       consult
with the related Non-Directing Certificateholder (or its designee or representative) on a strictly non-binding basis, to the extent
that such Non-Directing Certificateholder (or its designee or representative) requests consultation with respect to any “major
decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Serviced Whole Loan, and to consider alternative actions recommended
by such Non-Directing Certificateholder (or its designee or representative); provided, that after the expiration of a period
of ten (10) Business Days from the delivery to the related Non-Directing Certificateholder (or its designee or representative)
of written notice of a proposed action, together with copies of the related notice, information or report, the Master Servicer
or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Certificateholder
(or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action
that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew
from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation
rights of the Non-Directing Certificateholder, the Master Servicer or the Special Servicer, as applicable, may take any “major
decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset
Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer,
as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholder
and the related Companion Loan Noteholder. Unless specified otherwise in the related Intercreditor Agreement, neither the Master
Servicer or the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing
Certificateholder; and






    	 	-396-	 



     


    


(b)       in
addition to the foregoing non-binding consultation rights, if provided for in the related Intercreditor Agreement, the Non-Directing
Certificateholder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


Article VII


SERVICER AND OPERATING ADVISOR TERMINATION


Section 7.01       
Servicer Termination Events. (a) “Master Servicer Termination Event,” wherever used herein, means any
one of the following events:


(i)               
any failure by the Master Servicer (A) to make any deposit required to the Collection Account or the Serviced Whole
Loan Collection Account for any Serviced Whole Loan on the day and by the time such deposit was first required to be made under
the terms of this Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the
Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted (including,
without limitation, any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable
Advance), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided,
that to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer
shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted
at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is
actually made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any
related Intercreditor Agreement, any amount required to be so remitted (which failure continues for two Business Days);


(ii)               
any failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (15 days in the case
of the Master Servicer’s failure to make a Servicing Advance or 45 days in the case of failure to pay the premium for any
insurance policy required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable
shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real
estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master Servicer, by (a) any other party hereto, with a copy
to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating
not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided, if such failure is
capable of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable,
will be extended an additional 30 days;






    		-397-	 



     


    


(iii)               
any breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a)
of this Agreement, which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion
Loan Noteholders 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, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer,
the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage
Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be extended
an additional 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, 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
and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


(v)               
the Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating
to the Master Servicer or of or relating to all or substantially all of its property;


(vi)               
the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


(vii)               
(a) either [______], [______] or [______] has (A) qualified, downgraded or withdrawn its rating or ratings of one or
more Classes of Certificates or the Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or the
Serviced Companion Loan Securities on “watch status” in contemplation of possible rating downgrade or withdrawal (and
such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by [______],
[______] or [______], as applicable, within sixty (60) days of such actual knowledge by the Master Servicer), and, in case of either
of clause (A) or (B), citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action,
or (b) the Master Servicer ceases to have a master servicer rating of at least “[____]” from [____] and such rating
is not reinstated within sixty (60) days; or


(viii)               
subject to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting
items required to be delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X
(other than items to be delivered by a Mortgage Loan Seller Sub-Servicer) by the time required under Article X






    		-398-	 



     


    



after any applicable
grace periods or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant
(such entity, the “Sub-Servicing Entity”) retained by the Master Servicer (but excluding any Mortgage Loan Seller
Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the provision
of this clause (viii));


then, and in each and every such case,
so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of (x) the
Holders of at least [__]% of the aggregate Voting Rights of all Certificates or (y) the Depositor with respect to clause (viii)
above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the Master Servicer (other
than as set forth in Section 7.01(d)). In the case of clause (vii), the Certificate Administrator shall be required
to notify Certificateholders and Serviced Companion Loan Noteholders of such Master Servicer Termination Event and request whether
such Certificateholders and, if applicable, Serviced Companion Loan Noteholders favor such termination.


If the Master Servicer
is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, then the Master
Servicer shall also be terminated as Special Servicer.


If the Master Servicer
receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination Event under Section 7.01(a)(vii)
and if the Master Servicer 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 serve as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section 7.01(a). Upon receipt of the “request
for proposal” materials, the Trustee shall promptly thereafter (using such “request for proposal” materials provided
by the Master Servicer) solicit good faith bids for the rights to service the Mortgage Loans and Serviced Companion Loans under
this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Section 6.02
and 7.01(f) of this Agreement (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,
at the Trustee’s request, 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 Serviced Companion Loans under this Agreement. The bid proposal shall
require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer.
The materials provided to the Trustee shall provide for soliciting bids: (i) on the basis of such successor Master Servicer
retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans and Serviced Companion Loans pursuant to the
terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated Master Servicer
to service each of the Mortgage Loans and Serviced Companion Loans for which it was the Master Servicer and not subject to a Sub-Servicing
Agreement at a sub-servicing fee rate per annum equal to, for each Mortgage Loan and Serviced Companion Loan serviced, the excess
of the related Servicing Fee Rate minus the related Excess Servicing Fee Rate (each, a “Servicing Retained Bid”);
and (ii) on the basis of






    		-399-	 



     


    



terminating each Sub-Servicing
Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.01(c) of this Agreement (each,
a “Servicing Released Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained
Bid (or, if none, the highest cash Servicing Released Bid from any Person qualified to act as a Master Servicer) (the “Successful
Bidder”) to act as successor Master Servicer hereunder; provided, that if the Trustee does not receive a Rating
Agency Confirmation in accordance with the procedures set forth in Section 3.30 of this Agreement with respect to 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 Rating Agency Confirmation is obtained. The Trustee shall direct 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;
provided, that the initial Master Servicer may request and obtain, with the prior written consent of the Directing Certificateholder,
an additional 20 days for such sale and assumption to be completed so long as the initial Master Servicer delivers to the
Trustee an Officer's Certificate stating that the sale and assumption of the right to service the Mortgage Loans and Serviced Companion
Loans cannot be completed in the initial 45-day period and specifying the reasons therefor.


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 (i) if the successful bid was a Servicing Retained
Bid, to the Master Servicer to be terminated pursuant to this Section 7.01(a), 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) and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer
its respective Bid Allocation.


The Master Servicer
to be terminated pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred in connection
with the attempt to sell its rights to service the Mortgage Loans and Serviced Companion Loans, 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(a)
of this Agreement 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 obligations under this Section 7.01(a). The
Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.01(f)
of this Agreement.


Notwithstanding anything
to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal
materials referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective
in connection with a Master Servicer Termination Event under Section 7.01(a)(vii) of this Agreement, and the Master
Servicer shall continue to perform as such and to collect the servicing fee until the conclusion of the process described in this
Section 7.01(a).






    		-400-	 



     


    



 


(b)              
“Special Servicer Termination Event,” wherever used herein, means any one of the following events:


(i)               
any failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and
such failure continues unremedied for two Business Days, or any failure by the Special Servicer to remit to Master Servicer for
deposit into, the Collection Account (or, in the case of a Serviced Whole Loan, the related Serviced Whole Loan Collection Account)
any amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
provided, that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer
Termination Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master Servicer
for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer
and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;


(ii)               
any failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (45 days in the case
of failure to pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement
or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for
any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer, by (a) any
other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period,
as applicable, will be extended an additional 30 days;


(iii)               
any breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b)
of this Agreement, which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion
Loan Noteholders 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, shall have been given (a) to the Special Servicer by any party hereto, or (b) to the Master
Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage
Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 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, 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






    		-401-	 



     


    



liquidation
of its affairs, shall have been entered against the Special Servicer and such decree or order shall have remained in force undischarged,
undismissed or unstayed for a period of 60 days;


(v)               
the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating
to the Special Servicer or of or relating to all or substantially all of its property;


(vi)               
the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


(vii)               
(a) either [____], [____] or [____] has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates or the Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or the Serviced Companion
Loan Securities on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification,
downgrade or withdrawal or “watch status” placement shall not have been withdrawn by [____], [____] or [____], as applicable,
within sixty (60) days of such actual knowledge by the Special Servicer), and, in case of either of clause (A) or (B), citing servicing
concerns with the Special Servicer as the sole or a material factor in such rating action or (b) the Special Servicer ceases to
have a special servicer rating of at least “[____]” from [____] and such rating is not reinstated within sixty (60)
days; or


(viii)               
subject to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange Act reporting
items required to be delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article X
by the time required under Article X after any applicable grace periods or (b) any Exchange Act reporting items
that a primary servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”)
retained by the Special Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing
Entity shall be terminated if it defaults in accordance with the provision of this clause (viii).


then, and in each and every such case,
so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
(x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, (y) for so long as no Control Termination
Event has occurred and is continuing, the Directing Certificateholder or (z) the Depositor with respect to clause (viii) above
upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the Special Servicer (other than
the rights to indemnification provided in Section 6.03(a) of this Agreement and compensation provided in Section 3.12(c)
of this Agreement). In the case of clause (vii) above, the Trustee shall, upon actual knowledge by a Responsible Officer of
such Special Servicer Termination Event, be required to notify the Special Servicer and the Certificate Administrator, and the
Certificate Administrator, upon receipt of such notice or upon actual knowledge by a Responsible Officer of such Special Servicer
Termination Event, shall notify the Certificateholders and Serviced Companion Loan






    		-402-	 



     


    



Noteholders of such Special Servicer
Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan Noteholders favor
such termination.


(c)               
Notwithstanding Section 7.01(a), (i) if any Master Servicer Termination Event occurs that affects a Serviced
Companion Loan and the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion
Loan Security qualifies, downgrades or withdraws its rating of such Serviced Companion Loan Security, citing servicing concerns
with the Master Servicer as the sole or a material factor in such rating action and that rating action is not withdrawn within
60 days, then the Trustee, at the direction of the Companion Loan Noteholder, shall direct the Master Servicer to appoint a sub-servicer
(or if a sub-servicer is then sub-servicing such Serviced Whole Loan, to appoint a new sub-servicer to service such Serviced Whole
Loan, but only if such existing sub-servicer is in default after any applicable cure periods under the related sub-servicing agreement,
and the Master Servicer shall be permitted to terminate the sub-servicing agreement due to such default) with respect all of the
rights and obligations of the Master Servicer under this Agreement related to such Serviced Whole Loan. The Master Servicer shall
appoint a replacement sub-servicer with respect to such Serviced Whole Loan; provided, that such sub-servicer meets the
eligibility requirements of a successor master servicer under Section 7.02 (including receipt of a Rating Agency Confirmation
relating to the Certificates and Serviced Companion Loan Securities, if any) and the eligibility requirements of each Other Pooling
and Servicing Agreement.


(d)              
Notwithstanding Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced
Companion Loan and the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion
Loan Security qualifies, downgrades or withdraws its rating of such Serviced Companion Loan Security, citing servicing concerns
with the Special Servicer as the sole or a material factor in such rating action and that rating action is not withdrawn within
60 days, then the Trustee, at the direction of the Companion Loan Noteholder, shall terminate the Special Servicer with respect
to the related Serviced Whole Loan only, but no other Mortgage Loan.


(e)               
If the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating
Party”) 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 the proceeds
thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has 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 Reimbursement 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 notwithstanding any such termination), and with respect to the Special
Servicer, the right to receive any Workout Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c)
of this Agreement. No successor Special Servicer shall be entitled to such Workout Fee received by the terminated Special Servicer.
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






    		-403-	 



     


    



a Certificateholder
if and to the extent that it is a Certificateholder), the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass
to and be vested in the Terminating Party pursuant to and under this Section and, without limitation, the Terminating Party
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 related documents, or otherwise. The Master Servicer and the Special Servicer each agree 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 Terminating Party with all documents and records requested by the Terminating Party to enable
the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities
hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer
to the successor Master Servicer or Special Servicer or the Terminating Party, 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, the applicable Serviced Whole Loan Collection Account, any REO Account, the Loss of Value Reserve Fund, any Gain-on-Sale
Reserve Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect to the Mortgage
Loans, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special Servicer (which
may include the Trustee) all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request (including electronic
form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs
and expenses of the Terminating Party (including the cost of obtaining a Rating Agency Confirmation and any applicable indemnity)
or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the
successor Master Servicer or Special Servicer and amending this Agreement to reflect 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 Terminating Party 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. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall
have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund.


In no event shall
the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer Termination Event
or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case
may be, has received written notice thereof or has actual knowledge thereof.


(f)               
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as






    		-404-	 



     


    



Special Servicer of
that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, the Directing Holder
shall be entitled to select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Loan in accordance with this Agreement, unless such Excluded Special Servicer Loan is also an applicable Excluded
Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded
Special Servicer Loan is also an applicable Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select
the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions
of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer (as so
long as, on the date of the appointment, such appointment of such Excluded Special Servicer meets the criteria set forth hereunder).
It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result
in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and the equivalent from each
NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer
is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and
the Certificate Administrator and any applicable Other Depositor or applicable Other Certificate Administrator, the information,
if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special
Servicer.


If at any time the
Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming
an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2)
the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer
shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall
be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such
time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
for so long as a Control Termination Event is not continuing, the related Excluded Special Servicer will not be required to resign
if the Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable
Excluded Special Servicer Loan.


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an applicable Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the




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Special Servicer,
as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


Section 7.02       
Trustee to Act; Appointment of Successor. Upon the receipt of a notice of termination by the Master Servicer or the
Special Servicer pursuant to Section 7.01 of this Agreement, the Terminating Party (subject to Section 7.01(a)
and Section 7.01(c)) shall be its successor, until a successor is appointed by the Directing Certificateholder as provided
in this Section 7.02 or Section 3.22(b), as applicable, in all respects in its capacity as the Master
Servicer or the 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, that (i) the
Terminating Party 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 monies
shall not be considered a termination event for such successor hereunder. The Trustee, as successor Master Servicer or successor
Special Servicer, shall be indemnified to the full extent provided to 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 the Master Servicer or the Special Servicer. The Terminating Party shall not
be liable for any of the representations and 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 hereunder nor shall the Trustee
be required to purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation therefor, the Terminating Party
as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation or Special Servicing
Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion Loans that accrue after the
date of the Terminating Party’s succession to which such predecessor Master Servicer or Special Servicer would have been
entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder. If any Advances
made by the Master Servicer or 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, 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 (i) in the case of the Master Servicer, at least 25% of the aggregate Voting Rights (or, for so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative), or (ii) in the case of the Special
Servicer, at least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing,
the Directing Certificateholder), so request in writing to the Trustee, or, with respect to a Serviced Whole Loan, if an affected
Serviced Companion Loan Noteholder so requests in writing to the Trustee, or if the Trustee is not an “approved” servicer
by any of the Rating Agencies for mortgage pools similar to the Trust Fund, promptly appoint, or petition a court of






    		-406-	 



     


    



competent jurisdiction
to appoint, any established mortgage loan servicing institution that, for so long as no Control Termination Event has occurred
and is continuing, has been approved by the Directing Certificateholder (which approval shall not be unreasonably withheld in the
case of the appointment of a successor Master Servicer) to act as the successor to the Master Servicer or 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 Trustee shall obtain a Rating Agency Confirmation with respect to the Certificates
and any Serviced Companion Loan Securities. No appointment of a successor to the Master Servicer or Special Servicer hereunder
shall be effective until the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities,
duties and liabilities hereunder, which appointment has been approved, if no Control Termination Event has occurred and is continuing,
by the Directing Certificateholder, such approval not to be unreasonably withheld. 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 hereinabove provided. Pending the appointment of a successor to
the Special Servicer, the Trustee 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 or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess of that
permitted to the Terminated Party hereunder, unless no successor to the Terminated Party can be obtained to perform the obligations
of such Terminated Party hereunder, in which case 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. Any successor Special Servicer shall be subject to
the rights of the Directing Certificateholder under Section 3.22(b) of this Agreement. The Depositor, the Trustee,
the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.


If the Trustee or
an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it
may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its 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 or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02,
it may reduce the Master Servicer’s 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 and Other Persons. (a) Upon its receipt of written notice of any termination pursuant
to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement), the Operating Advisor, the Asset Representations Reviewer and to each
Serviced Companion Loan Noteholder at its address appearing in the Serviced Companion Loan Noteholder Register.






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(b)              
Within 30 days after the occurrence of any Servicer Termination Event, Operating Advisor Termination Event or Asset
Representations Reviewer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall
transmit by mail to the Depositor, the Certificate Administrator (who shall then notify all Holders of Certificates), the 17g-5
Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), and each Serviced Companion Loan Noteholder, notice of such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event, unless such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer 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 the Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01 of this Agreement,
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, in the case of any Serviced Companion Loan, of the related Serviced Companion Loan Noteholders (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 Trust Fund (and, in the case of any Serviced Whole Loan, such amounts shall be
allocated in accordance with the expense allocation provision of the related Intercreditor Agreement). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event.


Section 7.05       
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of
Certificates evidencing not less than [66-2/3]% of the aggregate Voting Rights of the Certificates may, together with each affected
Serviced Companion Loan Noteholder (to the extent they are adversely affected by such Servicer Termination Event or Operating Advisor
Termination Event, as applicable), on behalf of all Holders of Certificates waive any termination event within 20 days of receipt
of notice from the Certificate Administrator of such Servicer Termination Event or Operating Advisor Termination Event with respect
to the Master Servicer, the Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its consequences,
except a termination event with respect to making any required deposits (including, with respect to the Master Servicer, P&I
Advances) to or payments from the Collection Account, any Serviced Whole Loan Collection 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 termination
event, such termination event 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 termination event or impair any right consequent thereon. Notwithstanding the foregoing, a Master Servicer






    		-408-	 



     


    



Termination Event
under Section 7.01(a)(viii) or a Special Servicer Termination Event under Section 7.01(b)(viii) of this
Agreement may be waived only with the consent of the Depositor.


Section 7.06       
Trustee as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer
Termination Event resulting from such failure by the Master Servicer with respect to Servicing Advances to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by 12:00 noon
(New York City time) on the related Distribution Date with respect to P&I Advances pursuant to the Trustee’s receipt
of notice of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has received notice that such
failure has been cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the
Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation,
the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine
that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused
by the Master Servicer’s failure to perform its obligations hereunder); provided, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to
a Nonrecoverable Advance or any determination of nonrecoverability in connection therewith by the Master Servicer hereunder.


Section 7.07       
Termination of the Operating Advisor. (a)  An “Operating Advisor Termination Event” means any
one of the following events whether any such event 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, requiring the same to be remedies, shall have been given
to the Operating Advisor by any party hereto or to the Operating Advisor, the Certificate Administrator and the Trustee by the
Holders of Voting Rights having greater than 25% of the aggregate Voting Rights; provided, that with respect to any such
failure that is not curable within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30)
days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the
Trustee and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is
continuing to pursue, such cure;


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






    		-409-	 



     


    


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


(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 the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor
Termination Event has occurred then, and in each and every such case, so long as such Operating Advisor Termination Event shall
not have been remedied, either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing
not less than [25]% of the Voting Rights of each Class of Regular 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; provided that
no such termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. 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 has actual knowledge.


(b)              
Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights
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






    		-410-	 



     


    



Operating Advisor
and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s Website and (ii) mail
at their addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates evidencing more
than 50% of the Voting Rights that exercise their right to vote (provided that Holders of at least 50% of the Voting Rights
exercise their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating Advisor with respect
to the Mortgage Loans under this Agreement by notice in writing to the Operating Advisor, 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. The provisions set forth in the foregoing sentences
of this Section 7.07(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 other than may arise, as a result of the failure to comply with the above described voting procedures.
As between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled
in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may
access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to
receive email 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(a) of this Agreement or (2) the Certificate Administrator
delivers such written notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of
Certificates evidencing not less than 25% of the Voting Rights of each Class of Regular Certificates of each Class of Certificates
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 7.07(b)
of this Agreement; provided, that if the Trustee is acting as 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 a successor Operating Advisor to the Master Servicer, the Special Servicer and the Certificate Administrator (and
the Certificate Administrator shall promptly provide such notice to the Controlling Class Representative, each Serviced Companion
Loan Noteholder and each Certificateholder) within one Business Day of such appointment. The Operating Advisor shall not at any
time be the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, an Other Depositor, an Other Servicer,
an Other Special Servicer 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 upon the written






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direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor
subject to and in accordance with this Section 7.07(c), which successor Operating Advisor may be an Affiliate of the
Trustee.


(d)              
Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall,
as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the
Depositor, the Certificateholders, any Serviced Companion Loan Noteholder and, if no Consultation Termination Event has occurred,
the Controlling Class Representative and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). If the Operating Advisor 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 VIII


CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of Trustee and Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator
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 7.01(f) and 7.05 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs.


(b)              
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 the case may be, 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; provided, that, the Trustee or the Certificate Administrator,
as applicable, shall not 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 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
the provider of such instrument to have the instrument corrected, and if the instrument is not corrected to such Trustee’s
or such Certificate Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator will provide
notice thereof to the Certificateholders.


(c)               
None of the Trustee, the Certificate Administrator or any of their 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






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Section 8.02
of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee, the Certificate Administrator 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)               
The Trustee’s and the Certificate Administrator’s duties and obligations 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 regard to such party 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, as the case may be, the Trustee and the Certificate Administrator
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions,
certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein
without responsibility for investigating the contents thereof;


(ii)               
Reserved;


(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 higher or lower 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 the case may be, or exercising any trust or power conferred upon
the Trustee or the Certificate Administrator, as the case may be, under this Agreement;


(iv)               
Neither the Trustee nor the Certificate Administrator nor any of their 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 an Affiliate
of the Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator,
respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or any other 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 which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement
(and, if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, if it does, all
legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any Whole Loan, any
such costs and expenses shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement),
and the Trustee or the Certificate Administrator, as






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applicable,
shall be entitled, as provided in Section 3.06 hereof, to be reimbursed therefor from amounts on deposit in the Collection
Account (and with respect to any Serviced Whole Loan, the related Serviced Whole Loan Collection Account) or the Distribution Account
and identified on the Trust Ledger, unless such legal action arises out of the negligence or bad faith of the Trustee or Certificate
Administrator, as applicable, or any breach of a representation or warranty of the Trustee or Certificate Administrator, as applicable,
contained herein; and


(vi)               
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach
of any Person upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless
a Responsible Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such failure. Neither
the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the
Trustee or Certificate Administrator, as applicable, pursuant to this Agreement.


None of the provisions
contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate Administrator, in its
capacity as Certificate Administrator, 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 the case may be, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate
Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the
Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except, in the case of the Trustee, during
such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the
Master Servicer or the Special Servicer in accordance with the terms of this Agreement. 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. Notwithstanding any other provision hereof, when acting as the Master Servicer or Special Servicer
hereunder, the Trustee and the Certificate Administrator shall comply with the Servicing Standard.


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)               
The Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate
Administrator shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;






    		-414-	 



     


    





(ii)               
Each of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;


(iii)               
(A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts
or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or 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 the case may be, reasonable security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as
the case may be, against the costs, expenses and liabilities which may be incurred therein or thereby, provided that nothing
contained herein shall relieve the Trustee or the Certificate Administrator, as the case may be, 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 or the Certificate
Administrator, as the case may be, 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; and (B) the right of the Trustee and the Certificate Administrator to perform
any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate Administrator,
as the case may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith in the performance
of any such act;


(iv)               
None of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or
“control” persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in
good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved
that the Trustee or the Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for
any action taken, suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator,
as the case may be, 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, appraisal, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such
other percentage as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as the case may be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by






    		-415-	 



     


    



the security
afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity
reasonably satisfactory to it from such requesting Holders against such cost, 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 otherwise by the
Certificateholders requesting the investigation;


(vi)               
The Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the
Certificate Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys
but shall not be relieved of the obligations hereunder; provided, that the Trustee or the Certificate Administrator, as
the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party; and


(vii)               
Other than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee
or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any
kind whatsoever (including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable,
has been advised of the likelihood of such loss or damage and regardless of the form of action.


(b)              
Following the Startup Day, the Trustee and the Certificate Administrator shall not, 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
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 the Loan Specific REMIC, the Lower-Tier REMIC
or the Upper-Tier 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 the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances or cause the Grantor
Trust not to be treated as a grantor trust.


(c)               
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate
Administrator, 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 and the Certificate Administrator
shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


(d)              
The Trustee shall not have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring
the repurchase of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.






    		-416-	 



     


    


(e)               
Each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities
and indemnities afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves
hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating
Agent).


(f)               
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly,
each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate
Administrator and the Trustee to comply with Applicable Law.


Section 8.03       
Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein
and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer assume no responsibility
for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency of this Agreement,
of the Certificates or any offering document used to offer the Certificates for sale or the validity, enforceability or sufficiency
of any Mortgage Loan, or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: (i) the
existence, condition and ownership of any Mortgaged Property; (ii) 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 7.01(f)
of this Agreement) or the enforceability thereof; (iii) the existence of any Mortgage Loan or the contents of the related
Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.01(f) of this Agreement); (iv) the validity of the assignment of
any Mortgage Loan to the Trust Fund or of any intervening assignment; (v) the completeness of any Mortgage File; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.01(f) of this Agreement); (vi) the compliance by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer 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 written notice or other discovery of any non-compliance therewith or any breach thereof; (vii) any investment of monies
by or at






    		-417-	 



     


    



the direction of the
Master Servicer or any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer (other than if the Trustee
shall assume the duties of the Certificate Administrator, the Master Servicer or Special Servicer pursuant to Section 7.01(f)
of this Agreement) or any sub-servicer or any Borrower; any action of the Master Servicer or Special Servicer (other than if the
Trustee shall assume the duties of the Master Servicer or Special Servicer pursuant to Section 7.01(f) of this Agreement)
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; (viii) the failure of the Master Servicer or the Special Servicer or any sub-servicer to act or perform any
duties required of them on behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or omission of the Trustee
or the Certificate Administrator 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 7.01(f) of this Agreement)
unless the taking of such action is not permitted by the express terms of this Agreement; provided, that the foregoing shall
not relieve the Trustee or the Certificate Administrator of their respective obligations to perform their duties as specifically
set forth in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for the use or application by
the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator
only), the Master Servicer or the Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee
(in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer in respect of the assignment of
the Mortgage Loans or deposited in or withdrawn from the Collection Accounts, the Loan Specific REMIC Distribution Account, any
Serviced Whole Loan Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Class [__]
Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts, the Interest Reserve Account, any
REO Account or any Gain-on-Sale Reserve Account or any other account maintained by or on behalf of the Certificate Administrator,
the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator. Neither
the Trustee nor the Certificate Administrator shall have any 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 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 the case may be, shall assume that
such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be,
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. The Depositor is not obligated to monitor or supervise the performance
of the Trustee or the Certificate Administrator under this Agreement or otherwise.


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 in its individual capacity or any other capacity may become the owner or
pledgee of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the






    		-418-	 



     


    



Master Servicer, the
Special Servicer, the Initial Purchasers and the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee, Certificate Administrator or such agent, as the case may be.


Section 8.05       
Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each
Distribution Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled
to withdraw and pay the Trustee and itself its respective portion of the Certificate Administrator/Trustee Fee, as reasonable compensation
from amounts remitted to the Lower-Tier Distribution Account, including with respect to the Loan Specific REMIC Regular Interests
(which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), for all services
rendered in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the
Trustee and the Certificate Administrator at the Certificate Administrator/Trustee Fee Rate. The Trustee’s fee shall be paid
as a portion of the Certificate Administrator/Trustee Fee and shall equal $[__] per month.


(b)              
If the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant
to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled
to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (other than
the rights of the Special Servicer to receive any Workout Fee specified in Section 3.12(c) of this Agreement if the
Special Servicer is terminated).


(c)               
The Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator
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), which the Certificate Administrator will be entitled
to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein and to
the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct
or bad faith; provided, that, subject to the last paragraph of Section 8.01 and Section 8.02(a)(iii)
of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform any of their respective
duties hereunder solely as a result of the failure to be paid their respective portion of the Certificate Administrator/Trustee
Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable.
The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any separate
Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date and are attributable to the Loan Specific REMIC, the Lower-Tier REMIC, the Upper-Tier REMIC and the losses,
liabilities, damages, claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party
in connection with any litigation arising out of this Agreement attributable to the Loan Specific REMIC, the Lower-Tier REMIC,
the Upper-Tier REMIC or the Grantor Trust, 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.






    		-419-	 



     


    





The Master Servicer
and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements and advances
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 Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, 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 expense, disbursement or advance as may arise from the negligence, willful
misconduct or bad faith of the Trustee.


(d)              
Each of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer
and the Special Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall
(severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and the Certificate Administrator
(in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and each of their Affiliates and each
of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Trustee and
the Certificate Administrator and each of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
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 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 (including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).


The Trust Fund shall
indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities, damages,
penalties, fines, forfeitures, judgments, claims or unanticipated expenses (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) arising in respect of this Agreement, the Mortgage Loans
or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of the Indemnified Party
or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement, (ii) by reason of
its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the
Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified Party or
the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). 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, removal or termination






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of the Trustee or
the Certificate Administrator, as the case may be, regarding rights accrued prior to such resignation, removal or termination and
(with respect to any acts or omissions during its respective tenures) the resignation, removal or termination of the Master Servicer,
the Special Servicer, the Paying Agent, the Certificate Administrator, 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.


(g)              
Each of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself
only, for purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of their respective Affiliates
and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Master
Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
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 the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence
in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.


(h)              
The Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”)
shall, solely in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Cantor Fitzgerald &
Co. (each, for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable 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) related to (i) the
applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder
or by reason of negligent disregard of its obligations and duties hereunder 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 willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder
or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder
shall at all times:






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(i)               
be a corporation, national bank, national banking association or a trust company organized and doing business under the
laws of any state or the United States of America,


(ii)               
be authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


(iii)               
have a combined capital and surplus of at least $[100,000,000],


(iv)               
(a) have a rating on its unsecured long term debt of at least (i) “[__]” by [__], (ii) “[__]” by
[__] (or with respect to the Trustee and in the case of [__], a long-term senior unsecured debt rating of at least “[__]”
by [__] if the Master Servicer has a long-term senior unsecured debt rating of at least “[__]” by [__] and a short-term
debt rating of at least “[__]” by [__]; provided that the foregoing clause shall not impose on the Master Servicer
any obligation to maintain such ratings), (iii) with respect to the Trustee, “[__]” by [__] (or “[__]”
by [__] if the Trustee has a short-term debt rating of at least “[__]” from [__]) (or, in the case of [NAME OF TRUSTEE],
a long-term senior unsecured debt rating of at least “[__]” by [__] if the Master Servicer has a long-term senior unsecured
debt rating of at least “[__]” by [__]; provided that the foregoing clause shall not impose on the Master Servicer
any obligation to maintain such ratings); provided that, with respect to each of the rating requirements in this clause (iii) (including
the parentheticals in this clause (iii)), if the Trustee is not rated by [__], an equivalent (or higher) rating by any two other
NRSROs, (iv) with respect to the Certificate Administrator, “[__]” by [__] (or “[__]” by [__] if the Certificate
Administrator has a short-term debt rating of at least “[__]” from [__]); provided that, with respect to each of the
rating requirements in this clause (iv) (including the parenthetical in this clause (iv)), if the Certificate Administrator is
not rated by [__], an equivalent (or higher) rating by any two other NRSROs, and (v) if rated by [__], an equivalent rating from
[__], and (b) have a rating on its short-term unsecured debt obligations rated at least “[__]” by [__], “[__]”
by [__] and, if rated by [__], an equivalent rating from [__], or has been assigned such other ratings as are acceptable to the
Rating Agencies,


(v)               
be an institution insured by FDIC, and


(vi)               
not be a Prohibited Party.


Notwithstanding the
foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and (vi)
above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case may
be, shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-up liquidity provider,
provided that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing
all obligations of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement as and
when required of the Trustee or the Certificate Administrator, as the case may be. 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. If the place of






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business from which
the Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income
of any Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay
such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose
such a tax. If 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 the case may be, shall resign immediately in the manner and with
the effect specified in Section 8.07 of this Agreement.


Section 8.07       
Resignation and Removal of Trustee and Certificate Administrator. 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 Trustee, the Depositor,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Directing Certificateholder and the 17g-5 Information Provider (who shall promptly post such
notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon notice
of resignation from the Trustee, the Depositor shall promptly appoint a successor trustee, the appointment of which is subject
to the requirements contained in Section 8.06 of this Agreement and shall be, if no Control Termination Event has occurred
and is continuing, reasonably acceptable to the Directing Certificateholder. Upon notice of resignation from the Certificate Administrator,
the Trustee shall promptly appoint a successor certificate administrator, the appointment of which is subject to the requirements
contained in Section 8.06 of this Agreement. If no successor trustee or certificate administrator 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 the case may be, may petition any court of competent jurisdiction for the appointment of a successor.
The Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation.


If at any time the
Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any
time 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 the case may be (or of its property), shall be appointed, or
any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the case may be (or of its
property or affairs), for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor or the Master Servicer may remove the Trustee or the Certificate Administrator, as the case may be, and the
Depositor or the Master Servicer shall promptly appoint a successor by written instrument, which shall be






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delivered to the Trustee
or the Certificate Administrator, as the case may be, so removed and to the successor.


The Holders of Certificates
entitled to at least 50% of the Voting Rights may at any time remove the Trustee or the Certificate Administrator and appoint a
successor by written instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the successor trustee or
certificate administrator, as applicable.


In addition, if the
Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of the expenses of the
Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities to the successor.


If the Trustee 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 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, indemnities, and other amounts accrued or owing to it under this
Agreement, plus interest at the Reimbursement Rate on all 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 or removal).


If the Certificate
Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations under
this Agreement and in and to the Mortgage Loans 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, indemnities, expenses and other amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination or removal) and (ii) such
resignation, termination, or removal shall be effective with respect to each of its other capacities hereunder except its capacity
as Custodian (but including, without limitation, its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent
and Authenticating Agent).


Upon the resignation,
assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, (a) the outgoing
Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original executed Mortgage Note
for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing
Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
holders of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates or in blank, and (B) in the case of the
other assignable Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee), assign and record
such Loan Documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and
assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing
Trustee, the Custodian shall deliver such Mortgage Note to the successor trustee and the Custodian shall






    		-424-	 



     


    



cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor trustee, as trustee for the registered holders of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through
Certificates or in blank. If any assignable Loan Document (other than the Mortgage Note) was not assigned to the outgoing Trustee
or if the Trustee is removed pursuant to Section 8.07 without cause, with respect to the Loan Documents identified
in clause (B) of the preceding sentence, the Custodian shall deliver such Loan Document to the successor trustee and,
if appropriate, such Loan Documents shall be recorded at the expense of the Trust (i) prior to the occurrence and continuance
of a Control Termination Event, with the consent of the Controlling Class Representative, (ii) after the occurrence and continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, after consultation with the Controlling
Class Representative and the Operating Advisor and (iii) after the occurrence of a Consultation Termination Event, after consultation
with the Operating Advisor and the reasonable cooperation (as determined by the Depositor) of the Depositor.


Section 8.08       
Successor Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute,
acknowledge and deliver to the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, the Certificate
Administrator (or in the case of a successor certificate administrator, to the predecessor Certificate Administrator) and the Trustee,
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, 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 such successor
shall satisfy the requirements contained in Section 8.06 of this Agreement. The predecessor Trustee or Certificate
Administrator, as applicable, shall deliver to its successor all Mortgage Files and related documents and statements held by it
hereunder, and the Depositor 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 all such rights, powers, duties and obligations. No successor trustee or certificate administrator, as the case may
be, shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.06 of this Agreement.


Upon acceptance of
appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Depositor.


(b)              
Any successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06
hereof.


(c)               
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.






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Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any corporation into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee or the Certificate Administrator, shall be the successor of the
Trustee or the Certificate Administrator, as the case may be, hereunder; provided that such corporation shall be eligible
under the provisions of Section 8.06 of this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee or the Certificate Administrator,
as applicable, shall notify the other parties hereto of any such event, and the Certificate Administrator shall post notice of
such merger or consolidation to the Certificate Administrator’s Website in accordance with Section 3.14(d) of
this Agreement and provide notice of such event to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


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 or 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 approved by the Trustee to act (at the expense of the Trust) 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 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.






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No Trustee under this
Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee, or if the
separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove
any separate Trustee or co-Trustee.


Any notice, request
or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees and co-Trustees,
as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall refer to this
Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate
Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee be entitled to any provision
relating to the conduct of, affecting the liability of or affording protection to such separate Trustee or co-Trustee that imposes
a standard of conduct less stringent than that imposed by 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.


Article IX

TERMINATION


Section 9.01       
Termination. (a) The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the
Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required hereunder to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for
the Mortgage Loans in accordance with Section 9.01(g) of this Agreement (provided, however, that (a)
the [APPLICABLE CLASSES] Certificates are no longer outstanding, (b) there is only one Holder (or multiple Holders acting unanimously)
of the then-outstanding certificates [and RR Interest] (other than Class [ARD], [LOAN-SPECIFIC CLASS] and Class R Certificates)
and (c) the






    		-427-	 



     


    



Master Servicer consents
to the exchange); and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan or
Trust Subordinate Companion Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to this Agreement
of the last asset held by the Trust Fund; provided, 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.


For purposes of this
Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant to Section 9.01(g),
and then the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer and
the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant to subsection (c). For
purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


(b)              
The Trust Fund, the Loan Specific REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets
of the Trust Fund shall be sold or otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation”
within the meaning of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof
and pursuant to which the applicable Notice of Termination is given, and requiring that the Trust Fund, the Loan Specific REMIC,
the Lower-Tier REMIC and the Upper-Tier 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) of this Agreement 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 the Loan Specific REMIC, the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding the termination of the Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for each such REMIC and for the Grantor Trust for the period ending with such termination, and
shall retain books and records with respect to such REMICs and the Grantor Trust for the same period of retention for which it
maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax Returns and other reports required
by this Section.


(c)               
The Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the
Trustee, the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or
after the Early Termination Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (including
the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:






    		-428-	 



     


    


(i)               
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of principal);


(ii)               
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated
Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;


(iii)               
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to
the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated
Termination Date (less any P&I Advances previously made on account of interest); and


(iv)               
the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate, and unpaid Servicing Compensation,
Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
Property Royalty License Fee and Trust Fund expenses.


If the Certificateholder
owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer purchases all
of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund in accordance with
this Section 9.01(c), the Certificateholder owning a majority of the Percentage Interests in the Controlling Class,
the Master Servicer or the Special Servicer, as applicable, shall deposit in the Loan Specific REMIC Distribution Account or the
Lower-Tier Distribution Account, as applicable, not later than the Master Servicer Remittance Date relating to the Anticipated
Termination Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal
to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a) of this Agreement, which portion shall be deposited in the Collection Account). In addition,
the Master Servicer shall transfer to the Certificate Administrator for deposit in the Loan Specific REMIC Distribution Account
or the Lower-Tier Distribution Account, as applicable, all amounts required to be transferred thereto on the Master Servicer Remittance
Date from the Collection Account, together with any other amounts on deposit in the Collection Account that would otherwise be
held for future distribution. Upon confirmation by the Master Servicer in writing that it has transferred all such amounts to the
Certificate Administrator, the Custodian shall release or cause to be released to the Certificateholder owning a majority of the
Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage Files for
the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing
party as shall be necessary to effectuate transfer of the Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.


For purposes of this
Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on
behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.






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As a condition to
the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall deliver to the Trustee
and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating that such termination
will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code. 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 Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent
appraiser pursuant to this subsection (c).


(d)              
If the Trust Fund has not been previously terminated pursuant to subsection (c) 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 to the Holders of outstanding Regular Certificates, notwithstanding that such distribution may be insufficient to
distribute in full the Certificate Balance of each Class of Certificates, together with amounts required to be distributed on such
Distribution Date pursuant to Section 4.01(b) of this Agreement; provided, that, if no such Classes of Certificates
are then outstanding, the final distribution shall be made (i) to the Holders of the Class [R] Interest of any amount remaining
in the Collection Accounts, the Loan Specific REMIC Distribution Account or the Lower-Tier Distribution Account, and (ii) to
the Holders of the Class [R] Certificates of any amount remaining in the Upper-Tier Distribution Account.


(e)               
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate
Administrator to Certificateholders (with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers,
the Operating Advisor, the Asset Representations Reviewer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5
Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement)), at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days,
prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to Certificateholders shall:


(i)               
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein;


(ii)               
specify the amount of any such final distribution, if known; and


(iii)               state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates
at the office of the Paying Agent therein specified.


If the Trust Fund is not terminated
on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each 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






    		-430-	 



     


    



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 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 Holders of the Residual Certificates. 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. Any amounts remaining in the Excess
Interest Distribution Account representing Excess Interest shall be distributed to the Holders of the [ARD CLASS] Certificates.


(g)              
Following the date on which the Class [__] Notional Amount, the Class [__] Notional Amount, the Class [__] Notional Amount,
and the aggregate Certificate Balance of the [CLASSES] Certificates is reduced to zero, the Sole Certificateholder shall have the
right to exchange all of the then-outstanding Certificates (other than (i) the [CLASSES] Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class [__], Class [__], Class [__] and Class [__] Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates), including
the [LOAN SPECIFIC CLASS] Certificates, for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange; provided that such Sole Certificateholder pays to the Certificate Administrator
as additional compensation an amount equal to one day of interest calculated at the Prime Rate on the aggregate Certificate Balance
of the Sequential Pay Certificates as of the first day of the current calendar month and such Sole Certificateholder pays to the
Master Servicer as additional compensation an amount equal to (i) the product of (a) the Prime Rate, (b) the aggregate Certificate
Balance of the then outstanding Certificates (other than the [INTEREST ONLY CLASSES] and Class [R] Certificates) as of the date
of the exchange and (c) three, divided by (ii) 360, and such payments shall be treated as made by the Sole Certificateholder directly
to the Certificate Administrator and the Master Servicer and not through or by either of the Trust REMICs; provided, further,
that if the Holders of the Class [__], Class [__], Class [__] and Class [__] Certificates have assigned their Voting Rights to
the “Sole Certificateholder”, then the Sole Certificateholder may exchange the Class [__], Class [__], Class [__] and
Class [__] Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a), and the Holders of the Class [__], Class [__], Class [__] and Class [__] Certificates shall be entitled
to exchange those Certificates for






    		-431-	 



     


    



consideration in an
amount to be agreed by the Sole Certificateholder and the Holders of the Class [__], Class [__], Class [__] and Class [__] Certificates
(the “Class X Payoff Amount”); provided, that the Class X Payoff Amount shall consist solely of
cash or other assets otherwise payable or deliverable by the Trust to the Sole Certificateholder and to no other Person. If the
Sole Certificateholder elects to exchange all of the then-outstanding Certificates (other than (i) the Class [__], Class [__],
Class [__] and Class [__] Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class
[__], Class [__], Class [__] and Class [__] Certificates pursuant to the definition of “Sole Certificateholder” and
(ii) the [ARD CLASS] and Class [R] Certificates), including the [LOAN SPECIFIC CLASS] Certificates, for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder,
not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection
Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable
to the respective parties hereto, pursuant to Section 3.06(a) of this Agreement or that may be withdrawn from the Distribution
Accounts pursuant to Section 3.06(f) and Section 3.06(h) of this Agreement, but only to the extent that
such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts
required to be transferred to the Certificate Administrator for deposit in the Loan Specific REMIC Distribution Account or the
Lower-Tier Distribution Account, as applicable, on such Master Servicer Remittance Date from the Collection Account pursuant to
Section 3.05 of this Agreement. Upon confirmation from the Certificate Administrator that such final deposits have
been made and following the surrender of all the then-outstanding Certificates (other than (i) the Class [__], Class [__],
Class [__] and Class [__] Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class
[__], Class [__], Class [__] and Class [__] Certificates pursuant to the definition of “Sole Certificateholder” and
(ii) the [ARD CLASS] and Class [R] Certificates), including the [LOAN SPECIFIC CLASS] Certificates, on the final Distribution
Date to the Certificate Administrator, the Custodian shall (i) upon receipt of a Request for Release from the Master Servicer,
release to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund and (ii) if the Sole Certificateholder has only taken
an assignment of the Voting Rights of the Class [__], Class [__], Class [__] and Class [__] Certificates pursuant to the definition
of “Sole Certificateholder”, upon receipt of the Class [__], Class [__], Class [__] and Class [__] Certificates, release
the Class X Payoff Amount to the Holders of the Class [__], Class [__], Class [__] and Class [__] Certificates, and the Trust Fund
shall be liquidated in accordance with this Article IX; provided, that the release of the Class X Payoff Amount
to the Holders of the Class [__], Class [__], Class [__] and Class [__] Certificates shall be deemed to be delivery of the Class
X Payoff Amount by the Trust to the Sole Certificateholder and by the Sole Certificateholder to the Holders of the Class [__],
Class [__], Class [__] and Class [__] Certificates. The remaining Mortgage Loans and REO Properties are deemed distributed to the
Sole Certificateholder in liquidation of the Trust Fund pursuant to this Article IX. Solely for federal income tax
purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Loan Specific REMIC and the Lower-Tier
REMIC for an amount equal to the






    		-432-	 



     


    



remaining Certificate
Balance of its Certificates (other than the [ARD CLASS] and Class [R] Certificates), plus accrued, unpaid interest with respect
thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of the Loan Specific
REMIC Regular Interest and the Lower-Tier Regular Interests and such Certificates.


(h)              
[Reserved].


(i)                
The duties of the Operating Advisor under this Agreement will terminate, without cost or expense to the Operating Advisor,
upon termination of the issuing entity.


Article X


EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 10.01   
Intent of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11,
Section 10.13, Section 10.14, Section 10.15, Section 10.16 and Section 10.17,
the parties hereto acknowledge and agree that the purpose of this Article X is to facilitate compliance by the Depositor
(and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation
AB and related rules and regulations of the Commission. None of the Depositor, the Certificate Administrator or the Trustee shall
exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good
faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case,
the rules and regulations of the Commission thereunder. The parties to this Agreement 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,
subject to Section 10.02, with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee of
any Other Securitization that includes a Serviced Companion Loan), the Certificate Administrator or the Trustee in reasonable good
faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection
with the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates and any Other Securitization subject to Regulation
AB that includes a Serviced Companion Loan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate
fully with the Depositor, the Certificate Administrator, the Trustee and any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor, the Certificate Administrator,
the Trustee and any such Other Depositor or Other Trustee, as applicable (including any of their assignees or designees), any and
all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator,
the Trustee or such Other Depositor or Other Trustee, as applicable, to permit the Depositor or such Other Depositor, as applicable,
to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, and any
Servicing Function Participant, or the servicing of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (or, if applicable,
the related Serviced Companion Loan), reasonably believed by the Depositor, the Certificate Administrator, the Trustee or the related
Other






    		-433-	 



     


    



Depositor or the related
Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall
have a reasonable period of time to comply with any written request made under this Section 10.01, but in any event,
shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor, the Certificate
Administrator or the Trustee, as applicable, to satisfy any related filing requirements.


For purposes of this
Article X, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party
to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such
obligation.


Section 10.02   
Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan. (a)  Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for
delivery set forth in this Article X, in connection with the requirements contained in this Article X that
provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Trustee of
any Other Securitization that includes a Serviced Companion Loan and is subject to Regulation AB, no party hereunder shall be obligated
to provide any such items to or cooperate with such Other Depositor or Other Trustee (i) until the Other Depositor or Other
Trustee of such Other Securitization has provided each party hereto with not less than 30 days written notice (which shall
only be required to be delivered once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization
is subject to Exchange Act reporting, and (ii) specifying in reasonable detail the information and other items requested to
be delivered (insofar as such information or other items are not expressly identified herein); provided, that if Exchange
Act reporting is being requested, such Other Depositor or Other Trustee is only required to provide a single written notice to
such effect. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Trustee of such Other Securitization
(above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization.
The parties hereto shall have the right to request written confirmation from the Other Depositor or Other Trustee of such Other
Securitization as to whether Regulation AB or the Exchange Act requires the delivery of the items identified in this Article X
to such Other Depositor and Other Trustee of such Other Securitization prior to providing any of the reports or other information
required to be delivered under this Article X in connection therewith and if any such party makes such a request, then
(i) upon such requesting party’s receipt of such written confirmation, such requesting party shall comply with the deadlines
for delivery set forth in this Article X with respect to such Other Securitization and (ii) until such requesting
party’s receipt of such written confirmation, such party shall not be required to deliver such items. 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
Trustee and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization.


(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 10.02(a) above, and subject to a right of the Master
Servicer, the






    		-434-	 



     


    



Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable) 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 10.02(a) above, shall each timely provide (to the extent the
reasonable out-of-pocket cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters
with respect to any Other Securitization that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred in Section 10.02(b) with respect to such
party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, 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 Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee 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 Certificate Administrator and the Trustee, upon reasonable prior
written request given in accordance with the terms of Section 10.02(a) above, shall provide (to the extent the reasonable
out-of-pocket cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.02(d))
to the Other Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related to any Other Securitization
the following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization
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 Certificate Administrator or the Trustee, 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 in connection with the closing of this [NAME OF ISSUING ENTITY] securitization
transaction, the reasonable out-of-pocket 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 10.02(d) shall be paid or caused to be paid (pursuant to a payment arrangement reasonably
acceptable to the delivering party and the receiving party and agreed to as a condition precedent to delivery of such items) by
the applicable mortgage loan seller that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion
in such Other Securitization.






    		-435-	 



     


    


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization 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
out-of-pocket 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 10.02(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 10.03   
Information to be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject
to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion
Loan is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09)
in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing
Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as
contemplated by this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master
Servicer, Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed
as a sub-servicer (other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer,
or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22
or Section 7.01(f), the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect to
the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the foregoing
clause (iii)) 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 succession pursuant to this Agreement, provide to the Depositor and to any Other
Depositor related to any Other Securitization that includes a Serviced Companion Loan, at least 5 Business Days (other than a succession
or appointment pursuant to Section 7.01(b) for which notice shall be delivered as soon as reasonably practicable) prior
to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise no later than the second Business Day after such effective date,
but in no event later than the time required pursuant to Section 10.09, (x) written notice to the Trustee, the
Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that
includes a Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably
satisfactory to the Trustee, the Certificate Administrator and the Depositor (or any Other Trustee or Other Depositor of any Other
Securitization that includes a Serviced Companion Loan), all information relating to such successor reasonably requested by the
Depositor (or such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with
respect to any Class of Certificates or Serviced Companion Loan Securities and (z) 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 or the Special Servicer, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust.






    		-436-	 



     


    


Section 10.04   
Information to be Provided by the Trustee. (a) For so long as the Trust is subject to the reporting requirements
of the Exchange Act, (in addition to any requirements contained in Section 10.09) in connection with the succession
to the Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10,
or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing
clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing clause (iii)) 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 succession
pursuant to this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization that includes
a Serviced Companion Loan, at least 5 calendar days prior to the effective date of such succession or appointment as long as such
disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise immediately
following such effective date, but in no event later than the time required pursuant to Section 10.09, (x) written
notice to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan,
of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the Depositor, and
to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information reasonably
requested by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items 1.01 and 6.02
of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) 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 Trustee 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 10.05   
Filing Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a
Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other
Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan) in connection with the
Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts
to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act.


(b)              
[It is hereby acknowledged that the Mortgaged Property securing the Mortgage Loan identified on the Mortgage Loan Schedule
as [LOAN NAME] is a Significant Obligor, 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 the Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, (i) on the
related Form 10-D to be filed by 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 by the Trust, as applicable. The parties hereto acknowledge that the






    		-437-	 



     


    



date on which financial
statements are required to be delivered to the Mortgage Loan Seller under the [LOAN NAME] is [__] days following the end of each
fiscal quarter or [__] days following the end of each fiscal year, as applicable, as set forth in Section [____] of the related
loan agreement).


To the extent that
the Master Servicer or the Special Servicer, as applicable, is in receipt of the updated financial statements of the Significant
Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year) or the updated financial statements
of the Significant Obligor for any calendar year, 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 Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs 12 or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or 17 or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of the Significant Obligor, together with a statement of the Master Servicer’s or
the Special Servicer’s, as applicable, calculation of the Significant Obligor’s net operating income for the applicable
period that will be included in subsequent reports that form a part of the CREFC® Investor Reporting Package and
(B) if such financial statement receipt occurs less than 12 Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or less than 17 Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
such financial statements of the Significant Obligor, together with the net operating income for the applicable period as reported
by the related Borrower in such financial statements.


In the event that
the Master Servicer does not receive financial information satisfactory for the Depositor to comply with Item 6 of Form 10-D or
Item 1112(b)(1) of Form 10-K, as the case may be, regarding the Significant Obligor with respect to the [LOAN NAME] within ten
Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master
Servicer shall notify the Depositor that it has not received them. The Master Servicer shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain
periodic financial statements of the related Borrower under the related Loan Documents.


The Master Servicer
shall retain written evidence of each instance in which it attempts to contact the Borrower related to the [LOAN NAME] to obtain
the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D
or Form 10-K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its
attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should
be addressed to the Certificate Administrator at its Corporate Trust Office.


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 (to the extent such statement is accurate) with respect to Item
6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item
1112(b)(1)] rests with a person or entity which is not affiliated






    		-438-	 



     


    



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.]


(c)               
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the Other Depositor has notified the
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to an Other Securitization that includes such Serviced Companion Loan, the Master Servicer shall, after receipt of updated net
operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the
Other Depositor and Other Trustee of such Other Securitization together with a statement of its calculation of the net operating
income for the applicable period and (y) update the columns of the CREFC® Loan Periodic Update File for (i)
the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten
Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date
if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i)
related to such “significant obligor” as described in the last sentence of the first paragraph of the above clause (b).


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of such “significant obligor” within ten Business Days after the date such financial information is required
to be delivered under the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other
Securitization that includes the related Serviced Companion Loan (or the Master Servicer shall cause a Sub-Servicer to notify such
Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Borrower under the related Loan Documents.


The Master Servicer
shall (or shall cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.


Section 10.06   
Form 10-D Filings. Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and
the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and
regulations. A duly authorized representative of the Depositor






    		-439-	 



     


    



shall sign each Form
10-D filed on behalf of the Trust. 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 paragraph immediately below, be reported by the parties set forth on Schedule IV and directed to
the Certificate Administrator and the Depositor for approval by the Depositor. The Certificate Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than such Additional
Form 10-D Disclosure which is to be reported by it as set forth on Schedule IV) absent such reporting, direction and approval
after the date hereof. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent
such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information
required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to
repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission assigned “Central Index Key”
number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner
of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable
laws and regulations.


For so long as the
Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a
Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days after the related
Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to the Certificate Administrator
and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and to any Other
Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing
Officer or Responsible Officer, as the case may be, thereof has actual knowledge (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), in EDGAR Compatible Format, or in such other format as otherwise agreed upon by
the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance
of the Additional Form 10-D Disclosure described on Schedule IV applicable to such party, (ii) the parties listed on
Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall, at any time prior to filing
the related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an
event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party.
No later than the 7th calendar day after the Distribution Date, the Depositor will 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; provided that if the Certificate
Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the
inclusion of such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate
Administrator has no duty under this






    		-440-	 



     


    



Agreement to monitor
or enforce the performance by the parties listed on Schedule IV 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 and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


After preparing the
Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval;
provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the
8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall
sign the Form 10-D 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. The Certificate Administrator shall file such Form 10-D, upon signature thereof
as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day
after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above, such other
time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form
10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator
shall follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator
shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s website a final executed
copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation
and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Section 10.06. 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
or file such Form 10-D 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 10-D, not
resulting from its own negligence, bad faith or willful misconduct.


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 represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date during
any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no”; provided
that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated
by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange
Act reports






    		-441-	 



     


    



prepared or required
to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further,
that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator
that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely
on such representations in preparing, executing and/or filing any Form 10-D.


Section 10.07   
Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may
be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the
Trust ends on December 31st of each year), commencing with fiscal year 20[__], the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


(i)               
an annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11;


(ii)               
(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer,
as described under Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance
with servicing criteria described under Section 10.12 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing
criteria described under Section 10.12 is not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation as to why such report is not included;


(iii)               
(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13,
and (B) if any registered public accounting firm attestation report described under Section 10.13 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
as to why such report is not included; and


(iv)               
a Sarbanes-Oxley Certification as described in Section 10.08.


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 paragraph immediately below, be reported by the parties set forth on Schedule
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other
Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate
Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule
V) absent such reporting and approval.






    		-442-	 



     


    


Not later than the
end of each fiscal year for which the Trust (or any Other Securitization that includes a Serviced Companion Loan) is required to
file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (and the parties
to any Other Pooling and Servicing Agreement with respect to any Other Securitization that includes such Serviced Companion Loan)
with written notice of the name and address of each Servicing Function Participant retained by such party. Not later than the end
of each year for which the Trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide
to each Mortgage Loan Seller, Other Depositor and Other Trustee 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 and (ii) the Master Servicer or the Special Servicer,
as applicable, shall provide to each related Mortgage Loan Seller written notice of any change in the identity of any Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer, as applicable,
including the name and address of any new Sub-Servicer that is a Servicing Function Participant or an Additional Servicer.


With respect to any
Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the Other Securitization
trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan
seller with respect to such Other Securitization 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 and (ii) the Master Servicer or the Special Servicer, as applicable,
shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer that is a Servicing
Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer for the servicing of such
Serviced Whole Loan, as applicable, including the name and address of any new Sub-Servicer that is a Servicing Function Participant
or an Additional Servicer.


For so long as the
Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the Exchange
Act, by March 10th (with a grace period through March 15th), commencing in March 20[__] (i) the parties listed
on Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of
any Servicing Function Participant with a copy to the Master Servicer) (and to any Other Depositor or Other Trustee related to
any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than with respect to Items 1117 and 1119 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer 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 form as otherwise agreed upon
by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance
of the Additional Form 10-K Disclosure described on Schedule V applicable to such party, (ii) include with such Additional
Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit CC and (iii) the
Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the
extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary
Additional Form 10-K






    		-443-	 



     


    



Disclosure from the
applicable party. No later than March 15th, 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; provided that if the Certificate Administrator
does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of
such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule V 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 any expenses incurred by the Certificate Administrator in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


After preparing the
Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator shall forward electronically
a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no
later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior
to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return
an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 10.16,
not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such other time as the Depositor
and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in
which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b).
After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b), make available
on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. 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 10-K is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) observing all applicable deadlines in the performance of their duties under this Article X. The
Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting
from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare,
arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct.


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 represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall
notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the
Trust is






    		-444-	 



     


    



required to file a
Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have
filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator
shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and
filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection
with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such
notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice
from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any Form 10-K.


Section 10.08   
Sarbanes-Oxley Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
as set forth in Exhibit W attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
Reporting Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to provide
to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan (the “Certifying Person”), by March 10th (with a grace period through March 15th) of each year
in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a
“Performance Certification”), in the form attached hereto as Exhibit O, Exhibit P, Exhibit Q,
Exhibit R, Exhibit S, Exhibit T, Exhibit U or Exhibit V, as applicable, upon 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. The senior
officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying
Person at the Depositor can be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York
10022, Attention: Anthony Orso, Fax: (212) 610-3623. If any Reporting Servicer is terminated or resigns pursuant to the terms of
this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer shall provide a Performance Certification to
the Certifying Person pursuant to this Section 10.08 with respect to the period of time it was subject to this Agreement
or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance
Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it, and the Asset
Representations Reviewer shall not be required to deliver a Performance Certification with respect to any period during which there
was no Relevant Servicing Criteria applicable to it.


Notwithstanding the
foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional
Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub-Servicer appointed
pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s






    		-445-	 



     


    



responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


Each Performance Certification
shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with servicing criteria provided
pursuant to Section 10.12 and (iii) registered public accounting firm attestation report provided pursuant to
Section 10.13.


For so long as the
Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under
an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure a
Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance similar to a
Performance Certification or to the form, if any, provided in the Other Pooling and Servicing Agreement. The Master Servicer shall
promptly forward to the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the
Master Servicer.


Section 10.09   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure (the “8-K
Filing Deadline”) under Form 8-K (each a “Reportable Event”), to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that
is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Schedule VI to which such Reportable Event relates
and such Form 8-K Disclosure Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other
Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR Compatible Format
and approved by the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information (other than such Form 8-K Disclosure Information which is to be reported by it as
set forth on Schedule VI) absent such reporting and approval.


For so long as the
Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the Exchange
Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible Officer, as
the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor and the Certificate
Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion
Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later than the end of business
(New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and substance of the Form 8-K
Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible Format, or in such other
format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor)
and such party and accompanied by an Additional






    		-446-	 



     


    



Disclosure Notification
in the form attached hereto as Exhibit CC. 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 by the end of business on the 2nd Business Day
after the Reportable Event; provided that if the Certificate Administrator does not receive a response from the Depositor
by such time as required under this Agreement the Depositor will be deemed to have consented to such Form 8-K Disclosure Information.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule
VI of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information;
provided that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive
the necessary Form 8–K Disclosure Information, it shall notify the Depositor that it has not received such information and,
provided, further, that the limitation on liability provided by this sentence shall not be applicable if the Reportable
Event relates to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations
under this Agreement. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.


After preparing the
Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd Business
Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and approval and the
Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a duly authorized
representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such
Form 8-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City
time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate
Administrator mutually agree is permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b).
After filing with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on
its internet website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to
this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.09
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in
the performance of their duties under this Section 10.09. 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 such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive
approved Form 8-K Disclosure Information within the applicable timeframes set forth in this Section 10.09 and not resulting
from the Certificate Administrator’s own negligence, bad faith or willful misconduct (provided that to the extent that the
Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure
Information, it will notify the Depositor that it has not received such information and further provided that the limitation
on liability provided by this sentence shall not be applicable if the Reportable Event






    		-447-	 



     


    



relates to the Certificate
Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement).


Section 10.10   
Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at
any time the Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the
first year in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate
Administrator to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With
respect to any reporting period occurring after the filing of such form, except with respect to the Other Securitization, the obligations
of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section 10.07,
Section 10.08 and Section 10.09 shall be suspended. The Certificate Administrator shall provide prompt
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Mortgage Loan Sellers that such form has been filed.


(b)              
If the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered
to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate
Administrator shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section
12.04) shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such
information to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed
to make such delivery. In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor
and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and 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 shall, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the
next Form 10-D that is required to be filed on behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D
or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor and such other parties as needed and
such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any Reporting Servicer
receives notice from the applicable parties to the Other Securitization that any previously filed Form 8-K, Form 10-D or Form 10-K
needs to be amended, such party shall cooperate in preparation of any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form
12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.10 related to the timely
preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the
Special Servicer and the Depositor performing their duties under this Section. 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 such
Form 12b-25 or any amendments to Forms 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






    		-448-	 



     


    



execution or file
such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


Section 10.11   
Annual Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator,
any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated
by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall, and
the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts
to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than (x) any party to this Agreement
or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan), to deliver to the Trustee, the Depositor, the Certificate Administrator, the Operating
Advisor (in the case of the Special Servicer only), the Other Trustee, the Other Depositor and the 17g-5 Information Provider (who
shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement) on or before March 10th (subject to a grace period through March 15th) of each year, commencing in 20[__],
an Officer’s Certificate 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) that, 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.


(b)              
With respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Certificate
Administrator shall use commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from
the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in
this Section.


(c)               
Promptly after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization
that includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment
of any of the Certifying Servicer’s obligations hereunder or under the applicable sub-servicing agreement. None of the Certifying
Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust or any Other Securitization
that includes a Serviced Companion Loan for the preceding calendar year. If any Certifying Servicer is terminated or resigns pursuant
to the terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such






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Certifying Servicer
shall provide the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it
was subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may be.


Section 10.12   
Annual Reports on Assessment of Compliance with Servicing Criteria. By March 10th (subject to a grace period
through March 15th) of each year, commencing in March 20[__], the Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian,
the Trustee, the Operating Advisor, the Asset Representations Reviewer and each Servicing Function Participant (each, a “Reporting
Servicer”), each at its own expense, shall furnish (and each Reporting Servicer, as applicable, shall use commercially
reasonable efforts to cause, by March 10th (subject to a grace period through March 15th) each Servicing Function Participant
(other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer), with which it has entered into
a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to furnish, each at its
own expense, to the Trustee, the Certificate Administrator, the Depositor (and to the Other Depositor and Other Trustee for any
Other Securitization that includes a Serviced Companion Loan) and the 17g-5 Information Provider (who shall promptly post such
report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d) of this Agreement) a report
on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions
taken as a whole involving such party 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 and for the period ending the end of the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 10.07, 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 shall
be made available to any Privileged Person by the Certificate Administrator pursuant to of this Agreement and to any Rating Agency
and NRSRO by the 17g-5 Information Provider pursuant to of this Agreement. Notwithstanding the foregoing, the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it.


No later than 10 Business
Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Companion Loan) for
which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for
any Other Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing Function Participant
engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and what Relevant
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






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Trustee, the Operating
Advisor, the Asset Representations Reviewer and each Servicing Function Participant submit their respective assessments by March 10th
(subject to a grace period through March 15th), as applicable, to the Certificate Administrator (and such other trustee),
each such party shall also at such time, if it has received the assessment (and attestation pursuant to Section 10.13)
of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate
Administrator (and such other trustee).


Promptly after receipt
of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing
Criteria by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian, the Trustee or any Servicing Function Participant, and (ii) the Certificate Administrator shall
confirm that the assessments, taken individually, address the Relevant Servicing Criteria for each party as set forth on Schedule
II and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) of any
exceptions; provided that the Certificate Administrator shall not be responsible for confirming whether any such party has certified
to all the Relevant Servicing Criteria applicable to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee, the Operating Advisor, the Asset Representations Reviewer or any Servicing Function Participant shall
be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long
as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes
a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced
Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar year. If
any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement,
as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 10.12
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may
be.


The parties hereto
acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance
pursuant to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor, the Asset Representations Reviewer or the Custodian shall not, as a result of being so reported, in and
of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event, as applicable, under this Agreement unless otherwise provided for in
this Agreement.


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under
an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to






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procure an annual
report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report on assessment of compliance
described in this Section (or in such Other Pooling and Servicing Agreement, as the case may be) and the attestation described
in Section 10.13. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any
such assessment of compliance received by the Master Servicer. Until such time as the Certificate Administrator receives notice
that the Non-Serviced Mortgage Loan Service Providers no longer have a continuing obligation under the Other Pooling and Servicing
Agreement related to an Other Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an annual
report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
for any year that the Trust formed under this Agreement is not subject to the reporting requirements of the Exchange Act, the Certificate
Administrator shall notify the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the Certificate
Administrator such assessment of compliance and attestation within the time frame required by such Other Pooling and Servicing
Agreement.


Section 10.13   
Annual Independent Public Accountants’ Servicing Report. By March 10th (subject to a grace period through
March 15th), of each year, commencing in March 20[__], each Reporting Servicer, each at its own expense, shall cause,
and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant
(other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into
a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), each at such Servicing Function
Participant’s own expense, a registered public accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and such Servicing Function Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee for any Other Securitization that includes
a Serviced Companion Loan), the Operating Advisor (in the case of the Special Servicer only) and the 17g-5 Information Provider
(who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to of this Agreement) to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria in all material respects,
and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued
or adopted by the PCAOB, it is 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 cannot express an overall opinion regarding such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria. If 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. Such report must be
available for general use and not contain restricted use language. Notwithstanding the foregoing, the Trustee shall not be required
to deliver an annual independent public accountants’ servicing report with respect to any period during which there was no
Relevant Servicing Criteria applicable to it.






    		-452-	 



     


    


Promptly after receipt
of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization
that includes a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult with the related
Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria
applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder
or under any applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate Administrator shall
confirm that each assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting the requirements
of this Section and notify the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced
Companion Loan) of any exceptions; provided, that the Certificate Administrator shall not be responsible for confirming whether
any particular Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer
shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long
as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust
(or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for
the preceding calendar year. If 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 the
report pursuant to this Section 10.13 with respect to the period of time it was subject to this Agreement or the applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be.


Section 10.14   
Exchange Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Custodian (if not the Certificate Administrator), the Certificate Administrator and the
Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other
Securitization that includes a Serviced Companion Loan), their respective directors and officers, and each other person who controls
any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against
any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal
defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations
to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate
Administrator under this Article X by the time required after giving effect to any applicable grace period or cure
period, (ii) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding such
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 party in connection with the
performance of such party’s obligations described in this Article X, or the omission or alleged 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 the applicable party shall be entitled to participate in any action arising out
of the foregoing and the Depositor shall consult with such party with respect to any litigation or audit strategy, as applicable,
in connection with the foregoing and any potential settlement terms related thereto, (iii) the failure






    		-453-	 



     


    



of any Servicing Function
Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to
the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate
Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article X
by the time required after giving effect to any applicable grace period and cure period or (iv) any Deficient Exchange Act Deliverable.


In addition, each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor 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 from the Commission regarding information (x) delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee,
a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed
by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor's filing of such
report, the 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 response to the Commission, unless such Affected Reporting Party elects, with the consent
of the Depositor (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, however, if an Affected Reporting Party
is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive
copies of all material communications pursuant to this Section 10.14. 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 informed of its progress
with the Commission and copy the Depositor on all correspondence with the Commission and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor
shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected
Reporting Party and to notify the Commission of such authorization. The Depositor and the 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






    		-454-	 



     


    



Depositor (including
reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs
and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the
Commission related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Custodian, the Certificate Administrator 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 in the related
sub-servicing or similar agreement.


The Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee
shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement
or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) to indemnify and hold harmless each Certification Party from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or
annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement,
as applicable or (ii) any Deficient Exchange Act Deliverable.


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, each Additional
Servicer or other Servicing Function Participant (the “Performing Party”) shall, and the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall
use commercially reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship
(other than (x) a party to this Agreement or (y) any Mortgage Loan Seller Sub-Servicer) with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) to contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to this Article X. The Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to
cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) Mortgage Loan Seller Sub-Servicers)
with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) to agree to the foregoing indemnification and contribution obligations.


Promptly after receipt
by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but
the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party
under this Agreement except to the extent that such






    		-455-	 



     


    



omission to notify
materially prejudices the indemnifying party. In case any such action is brought against any indemnified party, after the indemnifying
party has been notified of the commencement of such action, such indemnifying party shall be entitled to participate therein (at
its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying
party similarly notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably
withheld or delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection
with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any
parties that are, or whose reporting materials are, the subject of such investigation) include both the indemnifying party and
the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or (iii) the indemnifying party fails within a reasonable period of time to designate counsel
that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed). In no
event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel)
in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying
party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such
consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such
settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement. If an indemnifying party
assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party
(which consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release
of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified
party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified
party, without the consent of the indemnified party.


Section 10.15   
Amendments. This Article X may be amended by the written consent of all the parties hereto pursuant to
Section 12.07 for purposes of complying with Regulation AB without, in each case, 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 10.16   
Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form
10-D report and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor
and the Certificate Administrator. The signing party at the Depositor can be contacted at CCRE Commercial Mortgage Securities,
L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso, Fax: (212) 610-3623.






    		-456-	 



     


    





(b)              
Notwithstanding anything in Section 12.04 to the contrary, any notice required to be delivered to (i) the Depositor
under this Article X shall be properly given if sent by facsimile to [______], Attention: Anthony Orso, with a copy
to [_____], Attention: Lisa Pauquette (or such other number as the Depositor may instruct) and/or by email to aorso@cantor.com,
with a copy to lisa.pauquette@cwt.com (or such other email address as the Depositor may instruct) and (ii) to the Certificate
Administrator under this Article X shall be properly given if sent by facsimile to [_____], Attention: Core Services,
or such other number as the Certificate Administrator may instruct and/or by email to [EMAIL ADDRESS] (or such other email
address as the Certificate Administrator may instruct).


(c)               
For the avoidance of doubt:


(i)               
Neither Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant
to the last clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination
Event,” as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace
period provided for in this Article X, provided, that if any such party fails to comply with the delivery requirements
of this Article X by the expiration of any applicable grace period such failure shall constitute a Servicer Termination
Event with respect to such party; and


(ii)               
Neither Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant
to the last clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination
Event,” as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver
any item required under this Article X by the time required hereunder with respect to any reporting period for which
the Trust is not required to file Exchange Act reports.


(d)       If
the Certificate Administrator or the Depositor does not receive the Annual Assessment Report and/or the Annual Attestation Report
with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged by
a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case may
be, by March 15th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with
respect to the Trust, then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such Servicing
Function Participant or the party hereto that retained or engaged such Servicing Function Participant, as the case may be, with
a copy of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice) or the Certificate
Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days of such failure. For
the purposes of this Article X and Section 7.01 of this Agreement, a “Servicer Notice” shall
constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding
the provisions of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded
to all of the following e-mail addresses for the applicable party: in the case of the Master Servicer and the Special Servicer,
to the applicable email address as provided in writing by the Master Servicer or the Special Servicer, as applicable, upon request,
or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the
Certificate






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Administrator and
the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice
to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification
requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01. Notwithstanding anything
herein to the contrary, the forwarding of a Servicer Notice shall not relieve any Master Servicer or the Special Servicer of any
liability under Section 7.01(a)(viii) or Section 7.01(b)(viii), respectively, for the failure of any Servicing
Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article X.


Section 10.17   
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon
five 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 it cannot perform its obligations due to its failure
to properly prepare or file on a timely basis 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 resulting from its own negligence, bad faith or willful misconduct, (c) the Certificate Administrator may not be terminated
if, following the Certificate Administrator’s failure to comply with any of such obligations under Section 10.06,
Section 10.07, Section 10.09, Section 10.11, Section 10.12 or Section 10.13
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 10.17 and (d) the Certificate Administrator may not be terminated if the Certificate
Administrator’s failure to comply does not cause it to fail in its obligations to timely file 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 10.17 on the date on which
such Form 8-K, Form 10-D or Form 10-K is so filed.


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






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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 distribution 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 or the
Special Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Mortgage Loan, (2) any
Mortgage Loan ceases 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 to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


If Certificateholders
evidencing not less than 5% of the 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 receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder 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 or otherwise is in effect,
(C) the Certificate Administrator has received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset
Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. [Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account.]


(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 Certificateholder 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”):


(1)        
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






    		-459-	 



     


    



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;


(2)        
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


(3)        
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 Mortgage 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)               
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.


(v)               
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 QQ (each such procedure, a “Test”).]






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(vi)               
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.


(vii)               
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.


(viii)               
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.


(ix)               
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






    		-461-	 



     


    



Test failure
constitutes a Defect or Breach, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan
Seller.


(x)               
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 Certificateholder or any of their respective Affiliates or (ii) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.


(e)               
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the






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asset representations
reviewer resulting from a merger, consolidation or succession that is permitted under this Agreement, (B) executes and delivers
to the Trustee and the Certificate Administrator an agreement that contains an assumption by such person of the due and punctual
performance and observance of each covenant and condition to be performed or observed by the Asset Representations Reviewer under
this Agreement from and after the date of such agreement and (C) is not be a prohibited party under this Agreement; (ii) the Asset
Representations Reviewer will not be released from its obligations under this Agreement that arose prior to the effective date
of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning
Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party hereto and the Rating
Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee will
be required to provide notice to each party to this Agreement and then will be the successor Asset Representations Reviewer hereunder.


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 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 3.05 hereof.


(b)              
Upon the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the
Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be
paid a fee of (i) $[___________] plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject
to an Asset Review with a Stated Principal Balance less than $[___________], (ii) $[___________] plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Stated Principal Balance greater than or
equal to $[___________], but less than $[___________] or (iii) $[___________] plus $1,000 per additional Mortgaged Property with
respect to a Delinquent Mortgage Loan subject to an Asset Review with a Stated Principal Balance greater than or equal to $[___________]
(the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Mortgage Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage
Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the






    		-463-	 



     


    



Master Servicer or
the Special Servicer, as applicable, of such insolvency; provided, further, that notwithstanding any payment of such
fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation of the Mortgage Loan Seller and the
Master Servicer or the Special Servicer as applicable, shall be required to pursue remedies against the Mortgage Loan Seller in
accordance with the Servicing Standard in order to seek recovery of such amounts from the Mortgage Loan Seller or its insolvency
estate.


(c)               
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage
Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase
Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section
11.02(b).


(d)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


Section 11.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
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:






    		-464-	 



     


    


(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 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;


(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






    		-465-	 



     


    



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 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 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 holders of Certificates evidencing
more than [75]% of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations
Reviewer. [In the event that holders of the certificates entitled to at least 75% of the Voting Rights 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.]


(c)               
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
11.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset
Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things
reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event
later than 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 Certificateholder and each Certificateholder within one Business Day of such appointment.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately 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






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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.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


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, or 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, or 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, and nothing herein set forth, or contained in the terms of the Certificates,
shall be construed so as to constitute the Certificateholders from time to time as partners or members of an association; and no
Certificateholder shall 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.


Other than with respect
to the rights described in Section 2.03(j), no Certificateholder [or RR Interest Owner] 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, the Certificates[, the RR Interest]
or any Mortgage Loan, unless such Certificateholder [or RR Interest Owner] previously shall have given to the Trustee a written
notice of default and of the continuance thereof, as hereinbefore provided, and unless the Holders of Voting Rights representing






    		-467-	 



     


    



Percentage Interests
of at least 25% of each affected Class of Certificates, as applicable, has or have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and has or have offered to the Trustee such security or indemnity
reasonably satisfactory to it 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 security or indemnity, shall have failed
or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder
[and the RR Interest Owner] with every other Certificateholder[, the RR Interest Owner] and the Trustee, that no Certificateholder
of any Class [or the RR Interest Owner] shall have any right in any manner whatever by virtue of any provision of this Agreement[,
the RR Interest] or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates[
or the RR Interest], or to obtain or seek to obtain priority over or preference to any other such Certificateholder [or the RR
Interest Owner], or to enforce any right under this Agreement[, the RR Interest] or the Certificates, except in the manner herein
or therein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class [or the RR Interest
Owner], as applicable. For the protection and enforcement of the provisions of this Section, each and every Certificateholder[,
the RR Interest Owner] and the Trustee shall be entitled to such relief as can be given either at law or in equity.


No Certificateholder
shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its ownership
of a Certificate.


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   
Waiver of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY
HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY
TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY
HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE 






    		-468-	 



     


    

 


VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK
STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES
THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES
THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


Section 12.05   
Notices. Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall be
in writing, shall be deemed to have been given upon receipt (except that notices to Holders of Class [R] Certificates or Holders
of any Class of Certificates no longer held through a Depository and instead held in registered, definitive form shall be deemed
to have been given upon being sent by first-class mail, postage prepaid or by overnight courier) as follows:


If to the Trustee, to:


[CONTACT INFORMATION FOR TRUSTEE]


If to the Certificate Administrator,
to:



[CONTACT INFORMATION FOR CERTIFICATE ADMINISTRATOR]


If to the Custodian, to:



[CONTACT INFORMATION FOR CUSTODIAN]


If to the Depositor, to:



CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso






    		-469-	 



     


    


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette


If to the Operating Advisor, to:



[CONTACT INFORMATION FOR OPERATING ADVISOR]


If to the Asset Representations
Reviewer, to:


[CONTACT INFORMATION FOR ASSET REPRESENTATIONS
REVIEWER]


If to the Master Servicer, to:



[CONTACT INFORMATION FOR MASTER SERVICER]


With respect to investor inquiries
to:


[EMAIL ADDRESS]


With respect to Rating Agency inquiries
to:


[EMAIL ADDRESS]


If to the Special Servicer, to:



[CONTACT INFORMATION FOR SPECIAL SERVICER]


If to Cantor Commercial Real Estate
Lending as Mortgage Loan Seller, to:



Cantor Commercial Real Estate Lending

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso


If to [OTHER SPONSOR], as Mortgage
Loan Seller, to:



[CONTACT INFORMATION FOR OTHER SPONSORS]


If to Cantor Fitzgerald &
Co., as Initial Purchaser or Underwriter, to:



Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attention: Stephen Merkel and Shawn Matthews






    		-470-	 



     


    


If to [OTHER INITIAL PURCHASERS
OR UNDERWRITERS], as Initial Purchaser or Underwriter, to:



[CONTACT INFORMATION FOR OTHER INITIAL PURCHASERS OR UNDERWRITERS]


If to the initial Controlling
Class Representative with respect to any Mortgage Loan, to:



[CONTACT INFORMATION]


If to the 17g-5 Information Provider,
electronically to:



[EMAIL ADDRESS]

(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “[NAME OF ISSUING ENTITY]” and an identification of the type of information
being provided in the body of such electronic mail)


or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


Solely to the extent
the provisions herein contemplate electronic delivery of information, such information shall be transmitted via electronic mail
with a subject reference to include “[NAME OF ISSUING ENTITY]” (or substantially similar language) (i) in the
case of the Depositor, to aorso@cantor.com, (ii) in the case of the Trustee, to [EMAIL ADDRESS], (iii) in the
case of the Certificate Administrator, to the email address specified on the Certificate Administrator’s Website (and, if
no such email address is specified therein, to [EMAIL ADDRESS]), (iv) in the case of the Operating Advisor, to [EMAIL
ADDRESS], (v) in the case of the Asset Representations Reviewer, to [EMAIL ADDRESS], (vi) in the case of the Master
Servicer to [EMAIL ADDRESS], (vii) in the case of the Special Servicer, to [EMAIL ADDRESS], (viii) in the case of
Cantor Commercial Real Estate Lending, to aorso@cantor.com, (ix) in the case of Cantor Fitzgerald & Co., to smerkel@cantor.com,
(x) in the case of [LOAN SELLERS], to [EMAIL ADDRESSES], (xi) in the case of [INITIAL PURCHASERS OR UNDERWRITERS], to [EMAIL
ADDRESSES], (xii) in the case of the initial Controlling Class Representative, to [EMAIL ADDRESS] and (xiii) in
the case of the 17g-5 Information Provider, to [EMAIL ADDRESS]; or, in the case of the parties to this Agreement, to such
other electronic mail address as such party shall specify by written notice (which may be electronic) to the other parties hereto.


The obligation of
any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party
to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and
contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer,






    		-471-	 



     


    



Other Trustee or Other
17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other
Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable has not changed,
absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5
Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect
to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other
17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


Section 12.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, 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 12.07   
Notice to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall use its best efforts to promptly
provide notice, promptly furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers, the Directing
Certificateholder (if no Consultation Termination Event has occurred), the Trustee the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website)
with respect to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge:


(i)               
any material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor Agreement;


(ii)               
the occurrence of any Servicer Termination Event that has not been cured;


(iii)               
the merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or the Trustee; and


(iv)               
the repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.


(b)              
The Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing
Certificateholder and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s
Website):


(i)               
notice of the final payment to any Class of Certificateholders;


(ii)               
notice of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Gain-on-Sale Reserve
Account; and






    		-472-	 



     


    


(iii)               
each report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.


(c)               
The Master Servicer shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to
the 17g-5 Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):


(i)               
a copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03 of
this Agreement;


(ii)               
notice of any change in the location of the Collection Account or any Serviced Whole Loan Collection Account,


(iii)               
a copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;


(iv)               
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;


(v)               
any change in the lien priority of a Mortgage Loan;


(vi)               
any new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;


(vii)               
any material damage to a Mortgaged Property; and


(viii)               
any amendment, modification, consent or waiver to or of any provision of a Mortgage Loan or Serviced Whole Loan.


(d)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the
Certificate Administrator and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested
by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.14(d). Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


Notices to each Rating Agency
shall be addressed as follows:


[RATING AGENCY ADDRESSES]






    		-473-	 



     


    


or in each case to such other address
as any Rating Agency shall specify by written notice to the parties hereto.


Section 12.08   
Amendment. This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee
without the consent of any of the Certificateholders[, the RR Interest Owner] or any Serviced Companion Loan Noteholders:


(i)               
to cure any ambiguity or to correct any manifest error;


(ii)               
to cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, [the RR Interest,] the Trust or this Agreement or
to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein
or therein;


(iii)               
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
[or the RR Interest Owner], as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)                 
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Noteholder;


(v)                 
to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person;


(vi)                 
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder






    		-474-	 



     


    



(including,
with respect to the AB Whole Loan, the Holders of the [LOAN SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates);


(vii)               
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder [or the RR Interest Owner] not consenting to such amendment or supplement as evidenced by an Opinion of
Counsel;


(viii)               
to modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates);


(ix)               
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders [or the RR Interest
Owner], as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5






    		-475-	 



     


    



Information
Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(i)               
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(ii)                 
to modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with
the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event
of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change
in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Third Party Purchaser;


provided that
any amendment under this Section 12.08 (a) shall not materially increase the obligations of the Depositor, the
Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; (b) shall not adversely
affect in any material respect the interests of any Certificateholder[, RR Interest Owner] or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


This Agreement or
any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Certificateholders or the Serviced
Companion Loan Noteholders; provided, that no such amendment may:


(iii)               
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion
Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all
of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan
Noteholders without the consent of such Companion Loan Noteholders;






    		-476-	 



     


    


(iv)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Loan Noteholder or Holder of [LOAN SPECIFIC CLASS] Certificates, in
any such case without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder,
as applicable;


(v)               
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding;


(vi)               
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


(vii)               
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to such extent
as shall be necessary to maintain the qualification of the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state
or local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion
of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if
applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act
of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


If neither the Depositor
nor any successor thereto, if any, is in existence, any amendment under this Section 12.08 shall be effective with the consent
of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and
the Special Servicer, in writing, and to the extent required by this Section 12.08, the Certificateholders and Serviced
Companion Loan Noteholders.


It shall not be necessary
for the consent of Certificateholders under this Section 12.08 to approve the particular form of any proposed amendment,
but it shall be sufficient if such






    		-477-	 



     


    



consent shall approve
the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders
and, if applicable, Serviced Companion Loan Noteholders, shall be subject to such reasonable regulations as the Trustee may prescribe;
provided, 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 the Trustee
and the Certificate Administrator have received an Opinion of Counsel, at the expense of the Trust Fund (and, in the case of any
Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all conditions precedent with respect
thereto have been satisfied, respectively, hereunder and such amendment will not cause the Loan Specific REMIC, the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause the Grantor
Trust to fail to qualify as a grantor trust, or cause a tax to be imposed on the Trust Fund or any such Trust REMIC or any such
Grantor Trust.


Prior to the execution
of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Operating Advisor,
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 and an Officer’s Certificate, at the expense of the party requesting such amendment (or, if such
amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described
in clauses (i), (ii) or (iii) of the first sentence of this Section 12.08 (which do not modify or otherwise relate
solely to the obligations, duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the case of any Whole
Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement))
confirming that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent
with respect thereto have been satisfied. The Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s or the Asset Representations Reviewer’s own rights, duties or immunities under this Agreement.


Notwithstanding any
contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects the rights,
including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation, in the
case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial Purchaser
or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable or (ii) which
adversely affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or obligations of any
Companion Loan Noteholder without the written consent of such Companion Loan Noteholder.


Promptly after the
execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s
Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement, and






    		-478-	 



     


    



thereafter, the Certificate
Administrator shall furnish written notification of the substance of such amendment to each Certificateholder, the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each Mortgage Loan
Seller, the Underwriters and the Initial Purchasers.


Section 12.09   
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including
the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement be treated
for all purposes as a sale by the Depositor of the Trust Fund to the Trustee. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor. However, if, notwithstanding the intent of the parties, the Trust Fund is held to continue to be property of
the Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer
of the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the Trustee on behalf of Certificateholders
of a first priority security interest in, and the Depositor hereby grants to the Trustee a security interest in, all of the Depositor’s
right, title and interest in and to, whether now owned or existing or hereafter acquired or arising, the property identified in
clauses (i) through (xiv) of the definition of “Trust Fund” and all proceeds thereof; (c) the possession
by the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting
the security interest pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to Persons
holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law. The Depositor shall, and upon the request and direction
of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund (and,
in the case of any Whole Loan, such expense shall be allocated in accordance with the expense allocation provision of the related
Intercreditor Agreement)), take such actions as may be necessary to ensure that such security interest is a perfected security
interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the
intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.


Section 12.10   
No Intended Third-Party Beneficiaries. Except as specified in Section 12.12 of this Agreement, no Person other
than a party to this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder shall
have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing,
the parties to this Agreement specifically state that no Borrower, Manager or other party to a Mortgage Loan is an intended third-party
beneficiary of this Agreement.


Section 12.11   
Entire Agreement. This Agreement (and, with respect to each Whole Loan, together with the related Intercreditor Agreement)
contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements, understanding, inducements and conditions, express or implied, oral or written, of any
nature whatsoever with respect to the






    		-479-	 



     


    



subject matter hereof.
The express terms hereof control and supersedes any course of performance or usage of the trade inconsistent with any of the terms
hereof.


Section 12.12   
Third Party Beneficiaries. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer acknowledge that (i) each Mortgage Loan Seller and Cantor Fitzgerald & Co. are third party beneficiaries with
respect to Section 8.05(h) of this Agreement, the obligations of any party to this Agreement to deliver information
to the 17g-5 Information Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the 17g-5
Information Provider’s Website (or make available to the NRSROs the items referenced in Section 3.13(c) and (d))
and the express obligations of any party hereto to deliver documents, notices, information or funds to a Mortgage Loan Seller,
(ii) each Mortgage Loan Seller is a third party beneficiary with respect to Section 2.01, Section 2.02, Section
2.03 and Section 12.08 of this Agreement and its rights as a Privileged Person, (iii) each Initial Purchaser and
each Underwriter is a third party beneficiary with respect to its rights to receive any notices, documents, certifications and/or
information hereunder and its rights under Section 12.08 of this Agreement, (iv) each holder of a Companion Loan and
any related Other Depositor is an intended third party beneficiary in respect of the rights afforded it under this Agreement and
may directly (or, in the case of a holder of a Companion Loan, the related Other Servicer may) enforce such rights, (v) each of
the Serviced Companion Loan Service Providers under the applicable Other Pooling and Servicing Agreement is an intended third party
beneficiary under this Agreement with respect to any provision herein expressly relating to compensation, reimbursement or indemnification
of such Serviced Companion Loan Service Provider and the provisions regarding the coordination of Advances and (vi) each of
the Non-Serviced Mortgage Loan Service Providers under the applicable Other Pooling and Servicing Agreement is an intended third
party beneficiary under this Agreement with respect to any provisions herein relating to (1) the reimbursement of any nonrecoverable
advances made with respect to the applicable Non-Serviced Mortgage Loan by such Persons, (2) the indemnification of each applicable
Other Servicer, Other Special Servicer and Other Trustee pursuant to Section 1.04 of this Agreement 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 related Other Pooling and Servicing Agreement and this Agreement that relate solely to its servicing
of the related Whole Loan and any related reimbursement provisions, (3) the provisions set forth in Section 4.07(e) of
this Agreement regarding advancing coordination and (4) the provisions set forth in Sections 3.29 and 6.07, as applicable,
of this Agreement.


Subject to Section
2.03(j)(ii), Section 2.03(k)(iii) and Section 2.03(k)(iv), any Requesting Holder shall be an express third-party
beneficiary to this Agreement for purpose of exercising rights under Section 2.03(j) through Section 2.03(n).



[NO FURTHER TEXT ON
THIS PAGE]






    		-480-	 



     


    

IN WITNESS WHEREOF,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and
the Asset Representations Reviewer 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.








	 	 	CCRE COMMERCIAL MORTGAGE
	 	 	 	SECURITIES, L.P.
	 	 	 	as Depositor
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










	 	 	[NAME
OF MASTER SERVICER],
	 	 	 	as Master Servicer
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 









	 	 	[NAME
OF SPECIAL SERVICER],
	 	 	 	as Special Servicer
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 









[NAME OF ISSUING ENTITY]:
POOLING AND SERVICING AGREEMENT



     


     


    







	 	 	[NAME
OF TRUSTEE],
	 	 	 	as Trustee
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










	 	 	[NAME
OF CERTIFICATE ADMINISTRATOR,
	 	 	 	PAYING AGENT AND CUSTODIAN],
	 	 	 	as Certificate Administrator, Paying Agent 
	 	 	 	and Custodian
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 









	 	 	[NAME OF OPERATING ADVISOR],
	 	 	 	as Operating Advisor
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










	 	 	[NAME
OF ASSET REPRESENTATIONS
	 	 	 	REVIEWER]
	 	 	 	as Asset Representations Reviewer
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 












[NAME OF ISSUING ENTITY]:
POOLING AND SERVICING AGREEMENT




     


     


    


STATE OF ____________)

                                           : ss.:

COUNTY OF __________)


On the ______ day
of [________] in the year 20[__], before me, the undersigned, personally appeared _________________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument, and that such individual made such appearance before the undersigned in the _____________________________ (insert
the city or other political subdivision and the state or county or other place the acknowledgment was taken).


 



	 	 
	 	Signature and Office of individual taking acknowledgment



 


This instrument prepared by:


 





	Name:	Cadwalader, Wickersham & Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281









[NAME OF ISSUING ENTITY]:
POOLING AND SERVICING AGREEMENT




     


     


    


EXHIBIT A-1


FORM OF [CLASS A-1] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


_________________


1 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.






    	 	A-1-1	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-1]


	[Class A-1] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-1] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date:  [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-1]-[_]



This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-1] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by 






    	 	A-1-2	 



     


    

acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by
income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-1] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-1] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 








    	 	A-1-3	 



     


    

agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.



Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO 







    	 	A-1-4	 



     


    

Account, including any amounts on
deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any
environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies
with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and
warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular
Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amount (net of
any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee
and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to
the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for 







    	 	A-1-5	 



     


    

any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating






    	 	A-1-6	 



     


    

agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17
of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has
not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust
under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the
procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such
extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan
Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by 






    	 	A-1-7	 



     


    

(x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust. 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates
held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected
thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders;
provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under 








    	 	A-1-8	 



     


    

		 	the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the 







    	 	A-1-9	 



     


    

		 	last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of
the Class [_____] Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of
the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the Sole Certificateholder has only taken
an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to
the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; 






    	 	A-1-10	 



     


    

provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-1-11	 



     


    



IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-1] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class A-1] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 







    	 	A-1-12	 



     


    


EXHIBIT A-2


FORM OF [CLASS A-2] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


_________________


1 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.






    	 	A-2-1	 



     


    


[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-2]


	[Class A-2] Pass-Through Rate:  [_____]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-2] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date:  [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-2]-[_]



This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-2] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this







    	 	A-2-2	 



     


    


Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-2] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-2] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.






    	 	A-2-3	 



     


    


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement
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 Residual Certificateholders. 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 the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage 







    	 	A-2-4	 



     


    

Loan Purchase Agreements relating
to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular
Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate
Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee)
and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided
in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than
distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor






    	 	A-2-5	 



     


    

of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to
correct any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial
Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any
provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any
other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by
an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor
trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the
risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would be a claim against the
Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
(a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof
restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions arising under this
Agreement or any other change; provided that the required action shall not adversely affect in any material respect
the interests of any Certificateholder (including, with respect to the AB Whole Loan, the Holders of the [LOAN-SPECIFIC
CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings








    	 	A-2-6	 



     


    

assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.







    	 	A-2-7	 



     


    

The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders;
provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at






    	 	A-2-8	 



     


    

any time and from time to time,
without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the
Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the
qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local
taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an
Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any
Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or
interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,







    	 	A-2-9	 



     


    


		 	Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.




In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of




Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.






    	 	A-2-10	 



     


    


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-2-11	 



     


    



IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-2] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 




Certificate of Authentication


This is one of the
[Class A-2] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 









    	 	A-2-12	 



     


    

EXHIBIT A-3


FORM OF [CLASS A-SB] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


_________________


1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.






    	 	A-3-1	 



     


    




[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-SB]


	[Class A-SB] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-SB] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-SB]-[_]



This certifies that
[__________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-SB] Certificates. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this 






    	 	A-3-2	 



     


    


Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-SB] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-SB] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 







    	 	A-3-3	 



     


    


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment 






    	 	A-3-4	 



     


    

 income, as applicable; (x)
a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and
remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage
Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the
Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests, (xiv) the
Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as 






    	 	A-3-5	 



     


    


provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


The Pooling and Servicing Agreement or
any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any of the Certificateholders
or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error; (ii) to cause the
provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance
of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement
which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement;
(iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would be a claim against the Trust Fund or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or
add to the provisions any provision hereof restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under this Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including, with respect to the AB Whole Loan, the Holders of the [LOAN-SPECIFIC
CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency 






    	 	A-3-6	 



     


    


Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the
status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA
Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary
to (A) 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) modify such other provisions as are
necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided
that any amendment pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment
(a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer
without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation
from each applicable Rating Agency. In no event shall any 






    	 	A-3-7	 



     


    


such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.



The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.







    	 	A-3-8	 



     


    


Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and








    	 	A-3-9	 



     


    

		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment


of the Voting Rights of the Class [_____]
Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section
9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.






    	 	A-3-10	 



     


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-3-11	 



     


    


IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-SB] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 




Certificate of Authentication


This is one of the
[Class A-SB] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-3-12	 



     


    


EXHIBIT A-4


FORM OF [CLASS A-3] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][4]


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


_________________


1 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.







    	 	A-4-1	 



     


    


[NAME OF ISSUING ENTITY] COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-3]


	[Class A-3] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-3] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-3]-[_]




This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-3] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this






    	 	A-4-2	 



     


    


Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-3] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-3] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.







    	 	A-4-3	 



     


    

Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on
such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any
Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual
Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage 






    	 	A-4-4	 



     


    





 Loan Purchase Agreements relating
to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular
Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate
Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee)
and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided
in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than
distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor 






    	 	A-4-5	 



     


    



of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings






    	 	A-4-6	 



     


    


assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify
the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not
adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to modify, eliminate
or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be
consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment pursuant to this
clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase
the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s
consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel
or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable
Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.






    	 	A-4-7	 



     


    


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each




Serviced Companion Loan Noteholder affected
thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders;
provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at






    	 	A-4-8	 



     


    


any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the



interest of any Certificateholder or
if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act
of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,







    	 	A-4-9	 



     


    

		 	Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of




Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.






    	 	A-4-10	 



     


    


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-4-11	 



     


    


IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-3] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 




Certificate of Authentication


This is one of the
[Class A-3] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-4-12	 



     


    

EXHIBIT A-5


FORM OF [CLASS A-4] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



_________________


1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.







    	 	A-5-1	 



     


    



[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-4]


	[Class A-4] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-4] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-4]-[_]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-4] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this 






    	 	A-5-2	 



     


    


Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-4] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-4] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.






    	 	A-5-3	 



     


    

Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on
such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any
Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual
Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents
and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional
security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole
Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s
interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security
interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies
under the Mortgage







    	 	A-5-4	 



     


    



Loan Purchase Agreements relating
to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular
Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate
Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee and the Operating Advisor Fee)
and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided
in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than
distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor






    	 	A-5-5	 



     


    

of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings






    	 	A-5-6	 



     


    

assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling
and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if
(a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing,
the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the
Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the event
of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall
be necessary to (A) 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) modify such other provisions
as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding clause (A);
provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense of the Depositor. 
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer
or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a
Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC,
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor
trust.







    	 	A-5-7	 



     


    


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing




Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at







    	 	A-5-8	 



     


    


any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply
with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or
interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,







    	 	A-5-9	 



     


    

		 	Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.




In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties 





to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.






    	 	A-5-10	 



     


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-5-11	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-4] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 




Certificate of Authentication


This is one of the
[Class A-4] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 









    	 	A-5-12	 



     


    

EXHIBIT A-6


FORM OF [CLASS A-M] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED,


_________________


1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.






    	 	A-6-1	 



     


    

RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.








    	 	A-6-2	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS A-M]


	[Class A-M] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class A-M] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date:  [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [A-M]-[_]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class A-M] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal








    	 	A-6-3	 



     


    

income taxes, state and local income
and franchise taxes and other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class A-M] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class A-M] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.






    	 	A-6-4	 



     


    


Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on
such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any
Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual
Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage 






    	 	A-6-5	 



     


    

Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests,
the Lower-Tier Regular Interests and the Class [EC]
Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the
extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made
from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any 







    	 	A-6-6	 



     


    

transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax,
expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating






    	 	A-6-7	 



     


    

agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates
by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not
occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of
any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent
as shall be necessary to (A) 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) modify such other
provisions as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding
clause (A); provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense of the
Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying
Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider,
the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the
case of clauses (iii) through (x) above by 







    	 	A-6-8	 



     


    

(x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under 







    	 	A-6-9	 



     


    

		 	the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date








    	 	A-6-10	 



     


    

		 	(less any P&I Advances previously made on account of interest); and





		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the




aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding
Certificates (other than (i) the Class [_____] Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class [_____] Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS]
and Class [R] Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants 







    	 	A-6-11	 



     


    

of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.









    	 	A-6-12	 



     


    





IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class A-M] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 




Certificate of Authentication


This is one of the
[Class A-M] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 












    	 	A-6-13	 



     


    

EXHIBIT A-7


FORM OF [CLASS B] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED,


_________________


1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.







    	 	A-7-1	 



     


    


RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.









    	 	A-7-2	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS B]


	[Class B] Pass-Through Rate:  [__]%.	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class B] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date:  [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [B]-[_]



This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class B] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the 







    	 	A-7-3	 



     


    

treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income
and franchise taxes and other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class B] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class B] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 






    	 	A-7-4	 



     


    



agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on
such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any
Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual
Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment 







    	 	A-7-5	 



     


    

income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests,
the Lower-Tier Regular Interests and the Class [EC]
Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the
extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made
from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates
set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates, pursuant to the procedures
set forth in the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the 






    	 	A-7-6	 



     


    

Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax,
expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such






    	 	A-7-7	 



     


    

amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17
of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect 






    	 	A-7-8	 



     


    

in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 







    	 	A-7-9	 



     


    

		 	satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to


maintain the qualification of Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or
to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding;
provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is
necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect
in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii)
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related 







    	 	A-7-10	 



     


    

		 	Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the




aggregate Certificate Balance of the
Class [_____] Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding
Certificates (other than (i) the Class [_____] Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class [_____] Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS]
and Class [R] Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund;







    	 	A-7-11	 



     


    

provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-7-12	 



     


    


IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class B] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class B] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-7-13	 



     


    

EXHIBIT A-8


FORM OF CLASS PEZ CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE
FEE).


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


_________________



1 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.






    	 	A-8-1	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS PEZ


	Class PEZ Pass-Through Rate:  N/A.  The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components.	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

Class PEZ Certificates: $[_____].  The original aggregate Certificate Balance of the Class PEZ Certificates is equal to the aggregate of the Class [EC] Regular Interest on the Closing Date (without giving effect to any exchanges on the Closing Date).	 	Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for the Exchangeable Certificates on or after the Closing Date)
	First Distribution Date:  [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: PEZ-[_]



This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class PEZ Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and 







    	 	A-8-2	 



     


    

in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class PEZ Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the Class PEZ Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each 







    	 	A-8-3	 



     


    

Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. 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 Holders
of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of 







    	 	A-8-4	 



     


    

Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest
Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged
Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests, (xiv)
the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC® Intellectual
Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any interest earned
on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest
belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the
above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates
set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates, pursuant to the procedures
set forth in the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this






    	 	A-8-5	 



     


    

Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the




Pooling and Servicing Agreement other
than for transfers to Institutional Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any
costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions,
submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred
by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the










    	 	A-8-6	 



     


    

Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section
3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does
not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance
with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then
rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement
to such extent as shall be necessary to (A) 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








    	 	A-8-7	 



     


    

may be expressly required by the TIA, and
(B) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a
Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC,
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor
trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or









    	 	A-8-8	 



     


    

		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser 








    	 	A-8-9	 



     


    

		 	acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and






		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____]Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property 






    	 	A-8-10	 



     


    

held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of
its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and  (iii)
the later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan
included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the
last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.







    	 	A-8-11	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class PEZ Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
Class PEZ Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-8-12	 



     


    

EXHIBIT A-9


FORM OF [CLASS C] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED,



_________________


1 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.







    	 	A-9-1	 



     


    

RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.








    	 	A-9-2	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS C]


	[Class C] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class C] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: C-[_]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class C] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the 









    	 	A-9-3	 



     


    

treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income
and franchise taxes and other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class C] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class C] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 






    	 	A-9-4	 



     


    


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on
such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any
Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual
Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and
all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment 








    	 	A-9-5	 



     


    

income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests,
the Lower-Tier Regular Interests and the Class [EC]
Regular Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the
extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made
from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates
set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates, pursuant to the procedures
set forth in the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the 









    	 	A-9-6	 



     


    

Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax,
expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such








    	 	A-9-7	 



     


    

amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17
of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect 








    	 	A-9-8	 



     


    

in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 







    	 	A-9-9	 



     


    

		 	satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to


maintain the qualification of Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or
to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding;
provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is
necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect
in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii)
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related 







    	 	A-9-10	 



     


    


		 	Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the





aggregate Certificate Balance of the
Class [_____] Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding
Certificates (other than (i) the Class [_____] Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class [_____] Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS]
and Class [R] Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling
and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund;






    	 	A-9-11	 



     


    

provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-9-12	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class C] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class C] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-9-13	 



     


    

EXHIBIT A-10


FORM OF [CLASS D] [RULE 144A]1
[REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-10-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4
For Reg S Global Certificates only.






    	 	A-10-2	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS D]


	[Class D] Pass-Through Rate:   [__]%	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

        [_____]9

        [_____]10

	Original Aggregate Certificate Balance of the

[Class D] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [D]-[__]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class D] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset



_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







    	 	A-10-3	 



     


    

 Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class D] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class D] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and









    	 	A-10-4	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of 








    	 	A-10-5	 



     


    

the Mortgage Loans due after the
Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi)
any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets
deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts, (viii) the Loss of Value
Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the
representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Loan Specific
REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit
Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC® Intellectual Property
Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any interest earned on
deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such
interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate 







    	 	A-10-6	 



     


    


Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to








    	 	A-10-7	 



     


    

matters or questions arising under this
Agreement or any other change; provided that the required action shall not adversely affect in any material respect the
interests of any Certificateholder (including, with respect to the AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates)
or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision
hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling
and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if
(a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing,
the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the
Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the event
of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall
be necessary to (A) 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) modify such other provisions
as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding








    	 	A-10-8	 



     


    

clause (A); provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense
of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider,
the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the
case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or







    	 	A-10-9	 



     


    

		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser 







    	 	A-10-10	 



     


    

		 	acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating
Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and
Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property





    	 	A-10-11	 



     


    


held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-10-12	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class D] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class D] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-10-13	 



     


    

EXHIBIT A-11


FORM OF [CLASS E] [RULE 144A]1
[REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



_________________


1 For Rule 144A Global Certificates only.


2 For Reg S Global Certificates only.


3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.







    	 	A-11-1	 



     


    

THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE
AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO
REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL 








    	 	A-11-2	 



     


    

REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS
WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS
I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY
IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT
TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS
OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR,
THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR
407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL
SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE
OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975



    	 	A-11-3	 



     


    
UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER
SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4 For Reg S Global Certificates only.











    	 	A-11-4	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS E]


	[Class E] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Certificate Balance of the

[Class E] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [E]-[__]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class E] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-11-5	 



     


    

Representations
Reviewer”) evidences the issuance of the Class [_____] Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as
“Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the
Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class E] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].


During each Interest
Accrual Period (as defined below), interest on the [Class E] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such 








    	 	A-11-6	 



     


    

distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set
forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO 








    	 	A-11-7	 



     


    

Property; (iv) all revenues
received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related
to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in
any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a
security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights
and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests,
(xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.







    	 	A-11-8	 



     


    


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-11-9	 



     


    

Certificates) or any holder of a
Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with
respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-11-10	 



     


    

Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan
Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel
or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of







    	 	A-11-11	 



     


    

		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at





any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;







    	 	A-11-12	 



     


    

		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust






    	 	A-11-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-11-14	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class E] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class E] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-11-15	 



     


    

EXHIBIT A-12


FORM OF [CLASS F] [RULE 144A]1
[REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


_________________


1 For Rule 144A Global Certificates only.


2 For Reg S Global Certificates only.


3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.






    	 	A-12-1	 



     


    


THE INITIAL INVESTOR IN THIS
CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 









    	 	A-12-2	 



     


    

OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 








    	 	A-12-3	 



     


    


UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




_________________


4 For Reg S Global Certificates only.







    	 	A-12-4	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS F]


	[Class F] Pass-Through Rate:  [__]%.	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Certificate Balance of the

[Class F] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: F-[__]




This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class F] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







    	 	A-12-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class F] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].


During each Interest
Accrual Period (as defined below), interest on the [Class F] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such 








    	 	A-12-6	 



     


    

distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set
forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO 








    	 	A-12-7	 



     


    

Property; (iv) all revenues
received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related
to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in
any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a
security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights
and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests,
(xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.







    	 	A-12-8	 



     


    


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-12-9	 



     


    

Certificates) or any holder of a
Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with
respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has
not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust
under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the
applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-12-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party?s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                                                   of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action
                                                                   will not result in the downgrade, withdrawal or qualification of








    	 	A-12-11	 



     


    

		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at


any time and from time to time, without
the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;








    	 	A-12-12	 



     


    

		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust 






    	 	A-12-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.







    	 	A-12-14	 



     


    


IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class F] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class F] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-12-15	 



     


    

EXHIBIT A-13


FORM OF [CLASS G] [RULE 144A]1
[REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-13-1	 



     


    


THE INITIAL INVESTOR IN THIS
CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 








    	 	A-13-2	 



     


    

OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA ORTHE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 






    	 	A-13-3	 



     


    



UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4 For Reg S Global Certificates only.







    	 	A-13-4	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS G]


	[Class G Pass-Through Rate:  [__]%.	 	
        CUSIP:  [_____][44]

         [_____][45]

         [_____][46]

        ISIN:      [_____][47]

         [_____][48]

         [_____][49]

	Original Aggregate Certificate Balance of the

[Class G] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: G -[__]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class G] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset



_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







    	 	A-13-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class G] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].


During each Interest
Accrual Period (as defined below), interest on the [Class G] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such 









    	 	A-13-6	 



     


    

distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set
forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO 








    	 	A-13-7	 



     


    

Property; (iv) all revenues
received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related
to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts, (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts,
the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in
any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a
security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights
and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular Interests,
(xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than
any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.







    	 	A-13-8	 



     


    


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and




any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-13-9	 



     


    

Certificates) or any holder of a
Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with
respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-13-10	 



     


    

Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan
Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel
or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of









    	 	A-13-11	 



     


    

		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.






Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;







    	 	A-13-12	 



     


    

		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust






    	 	A-13-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-13-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class G] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class G] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-13-15	 



     


    

EXHIBIT A-14


FORM OF [CLASS H] [RULE 144A]1
[REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-14-1	 



     


    

THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT 








    	 	A-14-2	 



     


    

OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY
SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS
MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY.
THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH
AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF
OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD
BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975






    	 	A-14-3	 



     


    



UNDER SECTIONS I AND
III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4 For Reg S Global Certificates only.







    	 	A-14-4	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS H]


	[Class H] Pass-Through Rate:  [__]%	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Certificate Balance of the

[Class H] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [H]-[__]



This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class H] Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-14-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [Class H] Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each
month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].


During each Interest
Accrual Period (as defined below), interest on the [Class H] Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such 








    	 	A-14-6	 



     


    

distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set
forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO 








    	 	A-14-7	 



     


    

Property; (v) any Assignments of
Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity
agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the
Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements
relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the
related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class [EC] Regular
Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest earned on
deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such
interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.







    	 	A-14-8	 



     


    

No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-14-9	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision hereof to the
extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall
be necessary to (A) 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) modify such other provisions
as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding clause (A);
provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense of the Depositor. 
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating 








    	 	A-14-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party?s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of









    	 	A-14-11	 



     


    

		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;







    	 	A-14-12	 



     


    

		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the
Pooling and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the
Class [_____] Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to
zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i)
the Class [_____] Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class
[_____] Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class
[R] Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the
Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust






    	 	A-14-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-14-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class H] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class H] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-14-15	 



     


    

EXHIBIT A-15


FORM OF [CLASS X-A] CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-A] CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-A] CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X- A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



_________________


1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-15-1	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [CLASS X-A]


	[Class X-A] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]

        ISIN:      [_____]

	Original Aggregate Certificate Balance of the

[Class X-A] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[___]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [X-A]-[_]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-A] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this








    	 	A-15-2	 



     


    

Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-A] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-A] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.








    	 	A-15-3	 



     


    

Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering
Certificateholders. If any Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement
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 Residual Certificateholders. 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 the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s
interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security
interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies
under the Mortgage









    	 	A-15-4	 



     


    

Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the
representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular
Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit
Amounts and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in
the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions
to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.









    	 	A-15-5	 



     


    

The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating








    	 	A-15-6	 



     


    

agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling
and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts)
if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing,
the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;
and (x) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such
extent as shall be necessary to (A) 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) modify
such other provisions as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the
preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense
of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider,
the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the
case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the
Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to
qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 








    	 	A-15-7	 



     


    

Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to








    	 	A-15-8	 



     


    

maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply
with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or
interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.











    	 	A-15-9	 



     


    

In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement
no later than 60 days prior to the anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-15-10	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [Class X-A] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-A] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 







    	 	A-15-11	 



     


    

EXHIBIT A-16


FORM OF [CLASS X-B] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.







    	 	A-16-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT
IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-B]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-B] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-B] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




_________________


4 For Reg S Global Certificates only.








    	 	A-16-2	 



     


    

 


[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-B]


	
        [Class X-B] Pass-Through Rate: Variable

         
	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Notional Balance of the

[Class X-B] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date:  [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-B]-[__]


 


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-B] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset





_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-16-3	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-B] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-B] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of 








    	 	A-16-4	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of 









    	 	A-16-5	 



     


    

the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above-accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.








    	 	A-16-6	 



     


    

No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment
by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such
transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-16-7	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-16-8	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of











    	 	A-16-9	 



     


    

		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;










    	 	A-16-10	 



     


    


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.




In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust








    	 	A-16-11	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.






    	 	A-16-12	 



     


    


IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-B] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-B] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-16-13	 



     


    

EXHIBIT A-17


FORM OF [CLASS X-C] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-17-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-C]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-C] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-C] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO 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”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW 








    	 	A-17-2	 



     


    

TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF
THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE
REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR
SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT
IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A
SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE







    	 	A-17-3	 



     


    


OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4 For Reg S Global Certificates only.










    	 	A-17-4	 



     


    



[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-C]


	[Class X-C] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        

        

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Notional Balance of the

[Class X-C] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date: [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-C]-[__]




This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-C] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates








    	 	A-17-5	 



     


    

“Operating Advisor”),
and [______], as asset representations reviewer (the “Asset Representations Reviewer”) evidences the issuance
of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling
and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued
pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-C] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-C] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of 










    	 	A-17-6	 



     


    

business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at
a bank or other entity located in the United States and having appropriate facilities therefor if such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise,
by check mailed by first-class mail to the address set forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage 








    	 	A-17-7	 



     


    

Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund;
(ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Excess Liquidation
Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit
therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental
indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect
to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements
relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class [EC] Regular Interests,
(xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.










    	 	A-17-8	 



     


    


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-17-9	 



     


    

Certificates) or any holder of a
Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with
respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give
notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to (A) 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) modify such other provisions as are necessary to conform this Agreement and be consistent with the modifications
made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at
the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of
the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-17-10	 



     


    

Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan
Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel
or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of









    	 	A-17-11	 



     


    


		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;











    	 	A-17-12	 



     


    


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust







    	 	A-17-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-17-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-C] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-C] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-17-15	 



     


    

EXHIBIT A-18


FORM OF [CLASS X-D] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.




_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-18-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-D]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-D] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-D] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO 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”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW 








    	 	A-18-2	 



     


    

TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF
THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE
REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR
SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT
IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A
SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE









    	 	A-18-3	 



     


    

OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


_________________


4 For Reg S Global Certificates only.








    	 	A-18-4	 



     


    


[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-D]


	[Class X-D] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        

        

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Notional Balance of the

[Class X-D] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date: [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-D]-[__]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-D] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and
Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the
Depositor, [______], as master servicer (in such capacity, the “Master Servicer”), [______], as special
servicer (the “Special Servicer”), [______], as trustee (the “Trustee”), [______], as
certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
[______], as operating advisor (the “Operating Advisor”), and [______], as asset representations reviewer (the “Asset 





_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates







    	 	A-18-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-D] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-D] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of 









    	 	A-18-6	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of 








    	 	A-18-7	 



     


    

the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.










    	 	A-18-8	 



     


    


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-18-9	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-18-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of











    	 	A-18-11	 



     


    


		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;










    	 	A-18-12	 



     


    


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust








    	 	A-18-13	 



     


    


Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-18-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-D] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-D] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-18-15	 



     


    

EXHIBIT A-19


FORM OF [CLASS X-E] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.




_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-19-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-E]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-E] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-E] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO 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”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW 









    	 	A-19-2	 



     


    

TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF
THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE
REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR
SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT
IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A
SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE 








    	 	A-19-3	 



     


    

OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4





_________________


4 For Reg S Global Certificates only.








    	 	A-19-4	 



     


    

[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-E]


	[Class X-E] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        

        

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Notional Balance of the

[Class X-E] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date: [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-E]-[__]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-E] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates








    	 	A-19-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-E] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-E] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of 








    	 	A-19-6	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of 








    	 	A-19-7	 



     


    

the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.








    	 	A-19-8	 



     


    

No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment
by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such
transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-19-9	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-19-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of










    	 	A-19-11	 



     


    


		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, atany time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;











    	 	A-19-12	 



     


    


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.




In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust







    	 	A-19-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-19-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-E] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-E] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-19-15	 



     


    

EXHIBIT A-20


FORM OF [CLASS X-F] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.




_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-20-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-F]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-F] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-F] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO 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”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW 








    	 	A-20-2	 



     


    

TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF
THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE
REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR
SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT
IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A
SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE









    	 	A-20-3	 



     


    


OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



_________________


4 For Reg S Global Certificates only.








    	 	A-20-4	 



     


    

[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-F]


	[Class X-F] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        

        

        ISIN:      [_____]8

 [_____]9

 [_____]10

	Original Aggregate Notional Balance of the

[Class X-F] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date: [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-F]-[__]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-F] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset





_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-20-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-F] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-F] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of 








    	 	A-20-6	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of 








    	 	A-20-7	 



     


    

the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.










    	 	A-20-8	 



     


    

No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing
Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment
by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such
transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-20-9	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-20-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of











    	 	A-20-11	 



     


    


		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of Loan
Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any
Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any
such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;









    	 	A-20-12	 



     


    


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust







    	 	A-20-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-20-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-F] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-F] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-20-15	 



     


    

EXHIBIT A-21


FORM OF [CLASS X-G] [RULE
144A]1 [REG S]2
CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.






_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-21-1	 



     


    

ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR,
THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT
EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THE HOLDERS OF THIS [CLASS X-G]
CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE [CLASS X-G] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE [CLASS X-G] CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO 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”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF
SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW 








    	 	A-21-2	 



     


    

TO INCLUDE ASSETS OF PLANS) OR
OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF
THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE
REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR
RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR
SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT
IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A
SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE







    	 	A-21-3	 



     


    



OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




_________________


4 For Reg S Global Certificates only.







    	 	A-21-4	 



     


    

[NAME OF ISSUING ENTITY]

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, [CLASS X-G]


	[Class X-G] Pass-Through Rate:  Variable	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        

        

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Notional Balance of the

[Class X-G] Certificates:  $[_____]	 	Initial Notional Balance of this Certificate:  $[__________]
	First Distribution Date: [______], 20[__]	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.:  [X-G]-[__]


This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [Class X-G] Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset




_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-21-5	 



     


    

Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the“Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [Class X-G] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


During each Interest
Accrual Period (as defined below), interest on the [Class X-G] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of 








    	 	A-21-6	 



     


    

the calendar month preceding the
month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available
funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of 








    	 	A-21-7	 



     


    

the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the
Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.










    	 	A-21-8	 



     


    


No fee or
service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional
Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor
or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required
action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the
AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS]








    	 	A-21-9	 



     


    

Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the
commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust
as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA Applicability Determination, to
modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to (A) 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) modify such other provisions as are necessary to conform this
Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment
pursuant to this clause (x) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall
not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating 








    	 	A-21-10	 



     


    

Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an
Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from
each applicable Rating Agency. In no event shall any such amendment cause the Loan Specific
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of











    	 	A-21-11	 



     


    


		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing
Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification
of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the
Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;











    	 	A-21-12	 



     


    

		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee
Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust







    	 	A-21-13	 



     


    

Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-21-14	 



     


    

IN WITNESS WHEREOF, the Certificate Administrator
has caused this [Class X-G] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class X-G] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-21-15	 



     


    

EXHIBIT A-22


FORM OF CLASS R CERTIFICATE


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE










    	 	A-22-1	 



     


    

OR TRANSFER
TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


THE HOLDER OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE UPPER TIER REMIC AND TO
THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED
IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER
C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, 








    	 	A-22-2	 



     


    

INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), SECTION 4975 OF THE CODE, OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR
OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT
FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND
(PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN
THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.








    	 	A-22-3	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS [R]


	No.: [R]-1	Percentage Interest: [_]%
	 	
        CUSIP:  [_____]1

        ISIN:      [_____]2



 


This certifies that
[___________________] is the registered owner of the Percentage
Interest evidenced by this Certificate in the Class R Certificates issued by the Trust Fund. The Class [R] Certificateholder
is not entitled to interest or principal distributions. The Class [R] Certificateholder will be entitled to receive the proceeds
of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the Certificates, after
distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal
balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there will be any assets remaining
in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions on the Regular Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Class [R]
Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this 




_________________


1 For Rule 144A Certificates

2 For Rule 144A Certificates








    	 	A-22-4	 



     


    

Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income. The Holder of the largest Percentage Interest
in the Class [R] Certificates shall be the “tax matters person” for the Upper-Tier REMIC pursuant to Treasury
Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact
and agent for any such Person that is the “tax matters person”.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement and the transfer of such amounts to a 









    	 	A-22-5	 



     


    

successor
certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested
under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection
Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s
interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as
applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security
interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies
under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the
representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular
Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and (xv) the proceeds of the foregoing (other
than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may
be made from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in










    	 	A-22-6	 



     


    

Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain








    	 	A-22-7	 



     


    

the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to
the provisions any provision hereof restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions arising under this
Agreement or any other change; provided that the required action shall not adversely affect in any material respect the
interests of any Certificateholder (including, with respect to the AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates)
or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has
not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust
under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same











    	 	A-22-8	 



     


    

manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance
with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then
rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; and (x) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement
to such extent as shall be necessary to (A) 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) modify
such other provisions as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the
preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense
of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information
Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in
any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of
a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust
to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of 











    	 	A-22-9	 



     


    


		 	[LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;




		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by









    	 	A-22-10	 



     


    


purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);






		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any









    	 	A-22-11	 



     


    


determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of
the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event
shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on
the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.







    	 	A-22-12	 



     


    


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class [R] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[Class [R] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-22-13	 



     


    

EXHIBIT A-23


FORM OF [ARD CLASS] CERTIFICATE


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE








    	 	A-23-1	 



     


    

MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.







    	 	A-23-2	 



     


    


[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [ARD CLASS]


	No.: V-1	 	Percentage Interest: [_____]%
	 	 	
        CUSIP:  [_____]1

         [_____]2

         [_____]3

        ISIN:      [_____]4

         [_____]5

         [_____]6






This certifies that
[___________________] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the [ARD CLASS] Certificates. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [______], as operating advisor (the
“Operating Advisor”), and [______], as asset representations reviewer (the “Asset Representations Reviewer”)
evidences the issuance of the Class [_____] Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents a beneficial
interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended
(the “Code”), which portion includes the Excess Interest and any proceeds thereof in the [ARD CLASS] Distribution
Account.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and 





_________________


1 For Rule 144A Certificates


2 For Regulation S Certificates


3 For IAI Certificates


4 For Rule 144A Certificates


5 For Regulation S Certificates


6 For IAI Certificates






    	 	A-23-3	 



     


    

take no action inconsistent with the
treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the [ARD CLASS] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 not all of such








    	 	A-23-4	 



     


    

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 under the Pooling and Servicing Agreement 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 Residual Certificateholders. 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 the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all
scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the
Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties
given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest
Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to
the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests and the Class [EC] Regular Interests, (xiv) the Interest Deposit Amounts and
(xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to
Certificateholders.









    	 	A-23-5	 



     


    

This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement








    	 	A-23-6	 



     


    

or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;
(vi) to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, with respect to the AB Whole Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced
Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the
provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control 








    	 	A-23-7	 



     


    

Event has not occurred and is not
continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for
such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have
delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this
Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not
adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the event of a TIA
Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall be
necessary to (A) 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) modify such
other provisions as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the
preceding clause (A); provided that any amendment pursuant to this clause (x) shall be at the sole cost and
expense of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the
Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not
consenting thereto, as evidenced in the case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in
the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:










    	 	A-23-8	 



     


    


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or










    	 	A-23-9	 



     


    


(ii) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all, of the Mortgage Loans
(including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®
Intellectual Property Royalty License Fees and Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole










    	 	A-23-10	 



     


    


Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-23-11	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [ARD CLASS] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[ARD CLASS] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 








    	 	A-23-12	 



     


    

EXHIBIT A-24


FORM OF [LOAN SPECIFIC CLASS] [RULE
144A]1 [REG S]2 CERTIFICATE


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.






_________________


1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.








    	 	A-24-1	 



     


    


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE
AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO
REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL








    	 	A-24-2	 



     


    

REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS
WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS
I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY
IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT
TO SUCH EFFECT, OR (ii) IF THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS
OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR,
THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR
407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL
SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE
OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975










    	 	A-24-3	 



     


    


UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER
SIMILAR LAW.


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4





_________________


4 For Reg S Global Certificates only.






    	 	A-24-4	 



     


    

[NAME OF ISSUING ENTITY] COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, [LOAN SPECIFIC CLASS]


	[LOAN SPECIFIC CLASS] Pass-Through Rate:  Equal to the Trust Subordinate Companion Loan Net Rate.	 	
        CUSIP:  [_____]5

         [_____]6

         [_____]7

        ISIN:      [_____]8

         [_____]9

         [_____]10

	Original Aggregate Certificate Balance of the

[LOAN SPECIFIC CLASS] Certificates: $[_____]	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: [______], 20[__]	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  [______], 20[__]	 	No.: [___]-[__]


 


This certifies that
[______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the [LOAN SPECIFIC CLASS] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of
Mortgage Loans secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by
the Master Servicer. Distributions for this Certificate are only payable from collections and recoveries with respect to the Trust
Subordinate Companion Loan. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and
Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


The Pooling and Servicing
Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), between the Depositor, [______],
as master servicer (in such capacity, the “Master Servicer”), [______], as special servicer (the “Special
Servicer”), [______], as trustee (the “Trustee”), [______], as certificate administrator (in such
capacity, the





_________________


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates






    	 	A-24-5	 



     


    

“Certificate
Administrator”), paying agent and custodian, [______], as operating advisor (the “Operating
Advisor”), and [______], as asset representations reviewer (the “Asset Representations
Reviewer”) evidences the issuance of the Class [_____] Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as
“Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the
Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the [____] Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the [LOAN SPECIFIC CLASS] Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of
each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].


During each Interest
Accrual Period (as defined below), interest on the [LOAN SPECIFIC CLASS] Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of










    	 	A-24-6	 



     


    

business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor if such Holder shall have provided
the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise,
by check mailed by first-class mail to the address set forth therefor in the Certificate Register. 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 Holders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which
notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering 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 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 under the Pooling and Servicing Agreement 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 Residual Certificateholders.
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 the Pooling and Servicing Agreement. Such
funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from
investment of such funds shall accrue for its benefit.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein
and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time
to time are subject to the Pooling and Servicing Agreement, together with the Mortgage 








    	 	A-24-7	 



     


    

Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts, (viii) the Loss of Value Reserve Fund; (ix)
the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account,
the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Loan Specific REMIC Regular Interests, the Lower-Tier Regular Interests and the Class [EC] Regular
Interests, (xiv) the Interest Deposit Amount (net of any Servicing Fee, Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee) and (xv) the proceeds of the foregoing (other than any
interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the
extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made
from certain of the above accounts for purposes other than distributions to Certificateholders.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate










    	 	A-24-8	 



     


    

Registrar, any Paying
Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause
the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions
with respect to








    	 	A-24-9	 



     


    

matters or questions arising under this Agreement or any other change; provided that the required action
shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the AB Whole
Loan, the Holders of the [LOAN-SPECIFIC CLASS] Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision hereof to the extent
necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by
a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and (x) in the
event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement to such extent as shall
be necessary to (A) 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) modify such other provisions
as are necessary to conform this Agreement and be consistent with the modifications made pursuant to the preceding







    	 	A-24-10	 



     


    

clause (A);
provided that any amendment pursuant to this clause (x) shall be at the sole cost and expense of the Depositor. 
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer or
the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of [LOAN-SPECIFIC
CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable;



		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or











    	 	A-24-11	 



     


    


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.



Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of Loan Specific REMIC, the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced
by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or
to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder
or if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date all, but not less than all,
of the Mortgage Loans (including the Trust Subordinate Companion Loan) then included in the Trust Fund, and the Trust’s interest
in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser 











    	 	A-24-12	 



     


    


		 	acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and
Trust Fund expenses.



In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class [_____] Notional Amount, the Class [_____]
Notional Amount and the aggregate Certificate Balance of the Class [_____] Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class [_____] Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class [_____] Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the [ARD CLASS] and Class [R] Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing
Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the
anticipated date of exchange.


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property







    	 	A-24-13	 



     


    

held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan or Trust Subordinate Companion Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	 	A-24-14	 



     


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this [LOAN SPECIFIC CLASS] Certificate to be duly executed.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 






Certificate of Authentication


This is one of the
[LOAN SPECIFIC CLASS] Certificates referred to in the Pooling and Servicing Agreement.


Dated: [______], 20[__]


	 	 	[CERTIFICATE ADMINISTRATOR],
not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 	 










    	 	A-24-15	 



     


    





EXHIBIT B


MORTGAGE LOAN SCHEDULE1



 





_______________

1 To be provided with the filing
of a final Pooling and Servicing Agreement for each offering.


 




     


     


    


EXHIBIT C-1


FORM OF TRANSFEREE AFFIDAVIT


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 




                                     ,
being first duly sworn, deposes and says:


1.       That
he/she is a                                      
of                                      
(the “Purchaser”), a                                      
duly organized and existing under the laws of the State of                                      
on behalf of which he/she makes this affidavit.


2.       That
the Purchaser’s Taxpayer Identification Number is                             .


3.       That
the Purchaser of the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Class [R] (the “Class [R]
Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of
[______], 20[__] (the “Pooling and Servicing Agreement”), entered into among CCRE Commercial Mortgage Securities,
L.P., as depositor, [MASTER SERVICER], as master servicer, [SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating
advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee, and [CERTIFICATE ADMINISTRATOR],
as certificate administrator, paying agent and custodian, or is acquiring the Class [R] Certificate for the account of, or as agent
(including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received from such person or entity an
affidavit substantially in the form of this affidavit.


4.       That
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] Certificate as they become due.


5.       That
the Purchaser understands that it may incur tax liabilities with respect to the Class [R] Certificate in excess of any cash flow
generated by the Class [R] Certificate.


6.       That
the Purchaser will not transfer the Class [R] Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set
forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy
the requirements set forth in paragraph 4 hereof.


7.       That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class [R] Certificate for the account of, or
as an agent (including as a broker,







    	 	C-1-1	 



     


    

nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted
Transferee.


8.       That
the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions
on transfer of the Class [R] Certificate to a “disqualified organization,” an agent thereof, or a person that does
not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


9.       That,
if a “tax matters person” is required to be designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC][Loan
Specific REMIC], the Purchaser agrees to act as “tax matters person” and to perform the functions of “tax matters
partner” of the [Upper-Tier REMIC][Lower-Tier REMIC] [Loan Specific REMIC] pursuant to Section 4.04 of the Pooling and Servicing
Agreement, and agrees to the irrevocable designation of the Certificate Administrator as the Purchaser’s agent in performing
the function of “tax matters person” and “tax matters partner.”


10.       The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] Certificate.


11.       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.


12.       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 Certificate; and


(iii)     the
present value of the anticipated tax savings associated with holding such Class [R] Certificate as the related REMIC generates
losses.


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section 11(b) (but the tax rate in Code
Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if the Purchaser has been subject to
the alternative minimum tax under Code Section 55 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 Code Section 1274(d) for the month of the transfer and the compounding period used by the Purchaser.






    	 	C-1-2	 



     


    



☐       The
transfer of the Class [R] Certificate complies with U.S. Treasury Regulations Section 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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; 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.


Capitalized terms
used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be executed on its behalf by its _______________________ this ____ day of ____________,
20___.





	 	 	[The Purchaser]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 





    	 	C-1-3	 



     


    


Personally appeared
before me the above named ___________________, known or proved to me to be the same person who executed the foregoing instrument and to be the of
the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of
the Purchaser.


Subscribed and sworn
before me this ____ day of ___________, 20___.





	NOTARY PUBLIC ____________________	 
	 	 
	COUNTY OF ________________________	 
	 	 
	STATE OF  __________________________	 
	 	 



My commission expires the _____ day
of ___________, 20___.







    	 	C-1-4	 



     


    


EXHIBIT C-2


FORM OF TRANSFEROR LETTER


[Date]


[CERTIFICATE ADMINISTRATOR’S ADDRESS]





		Re:	Pooling and Servicing Agreement (“Pooling
                                         and Servicing Agreement”) relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
                                         Pass-Through Certificates, Class [R]






Ladies and Gentlemen:


[Transferor] has reviewed
the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not
a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual
knowledge or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor] relating
to the transfer of the Class [R] Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of any
tax.






	 	 	Very truly yours,
	 	 	 
	 	 	[Transferor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	C-2-1	 



     


    


EXHIBIT C-3


FORM OF TRANSFEREE CERTIFICATE FOR
TRANSFERS OF THE RR INTEREST


[Date]


[CERTIFICATE ADMINISTRATOR],

as Certificate Administrator


[ADDRESS]


[SPONSOR]

[ADDRESS]


[DEPOSITOR]

[ADDRESS]


		Re:	[CERTIFICATE CAPTION] (the “Certificates”), issued, and
the RR Interest created, pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of [DATE], between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer,
[CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor, and
[ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer.



Ladies and Gentlemen:


[_____] (the “Transferee”)
hereby certifies, represents and warrants to each of the addressees hereto:


		1.	[[_____] (the “Transferor”) is transferring $[_____] RR Interest Balance of
the RR Interest to [______] (the “Transferee”).] [The [_____] (the “Transferor”) is transferring
$[_____] RR Interest Balance of the RR Interest to [_____] (the “Transferee”) that is a Permitted Lender in
a repurchase transaction.] [The [_____] (the “Transferor”) is granting a security interest in the RR Interest
to [_____] (the “Transferee”) that is a Permitted Lender.]



		2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in
compliance with the Pooling and Servicing Agreement.



		3.	The Transferee is aware that the Certificate Registrar will not recognize any Transfer of any portion
of the RR Interest by the Transferor unless the Transferee, or the Transferee’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Transferee expressly agrees that it will
not consummate any such Transfer if it knows or believes that any representation contained in such certificate is false.




    	 	C-3-1	 



     


    


		4.	The Transferee is not and will not become (i) an “employee benefit plan” within the
meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of ERISA, (ii) a “plan”
within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) a plan or arrangement subject
to any federal, state or local law materially similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
(iv) a Person whose assets include the assets of any such employee benefit plan or plan within the meaning of Department of Labor
Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA or otherwise (each of (i), (ii), (iii) and (iv), a “Benefit
Plan”), or (v) any person acting on behalf of any such Benefit Plan or using the assets of a Benefit Plan to purchase
the RR Interest.



		5.	Check one of the following:



		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



		A.	The Transferee is the Sponsor or a “majority-owned affiliate”, as such term is defined
in the Risk Retention Rule (a “Majority-Owned Affiliate”) of the Sponsor;



		B.	The Transferee is not acquiring the RR Interest as a nominee, trustee or agent for any person that
is not the Sponsor or a Majority-Owned Affiliate of the Sponsor;



		C.	If the Transferee is a Majority-Owned Affiliate of the Sponsor, for so long as it retains its interest
in the RR Interest, it will remain a Majority-Owned Affiliate of the Sponsor;



		D.	The Transferee is not a Non-Exempt Person; and



		E.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the RR Interest will satisfy the
risk retention requirements of the Sponsor, in its capacity as “sponsor” under the Risk Retention Rule.



		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



		A.	The Transferee is a Permitted Lender;



		B.	It is not acquiring an interest in the RR Interest as a nominee, trustee or agent for any person
that is not a Permitted Lender, and that for so long as it retains its interest in the RR Interest, it will remain a Permitted
Lender; and




    	 	C-3-2	 



     


    


		C.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of an interest in the RR Interest will
satisfy the risk retention requirements of the Sponsor, in its capacity as “Sponsor” under the Risk Retention Rule.



		6.	Check one of the following:



☐       The
Transferee is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


☐       The
Transferee is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Transferee
as the beneficial owner of the Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Transferee as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the
U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of IRS
Form W-8EXP. The Transferee agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form
W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.


For purposes of this
paragraph 6, “U.S. 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. 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. Persons).


		7.	All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement
should be made to:



[INSERT WIRE TRANSFER INFORMATION]



    	 	C-3-3	 



     


    

	 	Bank:	 
	 	Account No.:	 
	 	Attention:	 
	 	Ref:	 
	 	ABA No.:	 







		8.	Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be
provided to:



[INSERT CONTACT INFORMATION]


	 	[NAME]	 
	 	[ADDRESS]	 
	 	Fax number:	 
	 	Telephone:	 
	 	Email:	 




All capitalized terms
used but not defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF,
the Transferee has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.





	 	 	[TRANSFEREE]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	C-3-4	 



     


    


EXHIBIT C-4


FORM OF TRANSFEROR CERTIFICATE FOR
TRANSFERS OF THE RR INTEREST


[Date]


[CERTIFICATE
ADMINISTRATOR],

as Certificate Administrator


[ADDRESS]


[SPONSOR]

[ADDRESS]


[DEPOSITOR]

[ADDRESS]


		Re:	[CERTIFICATE CAPTION] (the “Certificates”), issued, and
the RR Interest created, pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of [DATE], between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer,
[CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor, and
[ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer.



Ladies
and Gentlemen:


[_____] (the “Transferor”)
hereby certifies, represents and warrants to each of the addressees hereto:


		1.	[[_____] (the “Transferor”) is transferring $[_____] RR Interest Balance of the RR
Interest to [______] (the “Transferee”).] [The [_____] (the “Transferor”) is transferring $[_____]
RR Interest Balance of the RR Interest to [_____] (the “Transferee”) that is a Permitted Lender in a repurchase
transaction.] [The [_____] (the “Transferor”) is granting a security interest in the RR Interest to [_____]
(the “Transferee”) that is a Permitted Lender.]



		2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in
compliance with the Pooling and Servicing Agreement.



		3.	The Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion
of the RR Interest by the Transferor unless the Transferor, or the Transferor’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Transferor expressly agrees that it will
not consummate any such Transfer if it knows or believes that any representation contained in such certificate is false.




    	 	C-4-1	 



     


    


		4.	Check one of the following:



		☐	[The Transferor is the Sponsor,] and the Transferor certifies, represents and warrants to you that:



		A.	The Transferee is the Sponsor or a “majority-owned affiliate”, as such term is defined
in the Risk Retention Rule (a “Majority-Owned Affiliate”) of the Sponsor; and



		B.	To the Transferor’s knowledge, the Transferee is not acquiring the RR Interest as a nominee,
trustee or agent for any person that is not the Sponsor or a Majority-Owned Affiliate of the Sponsor.



		☐	The Transferee certifies, represents and warrants to each of the addressees hereto that:



		A.	The Transferee is a Permitted Lender;



		B.	The Transferor’s knowledge, the Transferee is not a Non-Exempt Person.



		C.	To the knowledge of the Transferor, the Transferee is not acquiring an interest in the RR Interest
as a nominee, trustee or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in
the RR Interest, it will remain a Permitted Lender.



		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit C-3. The Transferor does not know or believe that any
representation contained therein is false.



All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF,
the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.





	 	 	[TRANSFEROR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	C-4-2	 



     


    


EXHIBIT C-5


FORM OF TRANSFEREE CERTIFICATE FOR
TRANSFERS OF THE HRR CERTIFICATES


[Date]


[CERTIFICATE ADMINISTRATOR],

as Certificate Administrator


[ADDRESS]


[SPONSOR]

[ADDRESS]


[DEPOSITOR]

[ADDRESS]


		Re:	[CERTIFICATE CAPTION] (the “Certificates”), issued, and
the RR Interest created, pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of [DATE], between [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer,
[CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor, and
[ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer.



Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class [__]-RR and Class [__]-RR Certificates from [_____] (the “Transferor”).



		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the HRR Certificates by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will
not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.



		3.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Sponsor and the Transferor (the “Risk Retention Agreement”).



		4.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected through 




    	 	C-5-1	 



     


    

		 	Cantor Fitzgerald & Co., [OTHER
UNDERWRITERS], [OTHER INITIAL PURCHASERS] or an Affiliate thereof.



		5.	Check one of the following:



☐        The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



		B.	It is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that is
not a Majority-Owned Affiliate, and that for so long as it retains its interest in the HRR Certificates, it will remain a Majority-Owned
Affiliate.



		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


		A.	It will execute and deliver to the Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



		B.		If required by the Sponsor, an affiliate of the Purchaser will execute and deliver a guaranty,
if required under the Risk Retention Agreement.



		C.	It will comply with any additional requirements and satisfy any additional conditions set forth
under the Risk Retention Agreement applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.



☐        The
Transfer will occur after the termination of the HRR Transfer Restriction Period.


Capitalized terms
used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.



    	 	C-5-2	 



     


    


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.






	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 









    	 	C-5-3	 



     


    


EXHIBIT C-6


FORM OF TRANSFEROR CERTIFICATE FOR
TRANSFERS OF THE HRR CERTIFICATES


[Date]





[CERTIFICATE ADMINISTRATOR],

as Certificate Administrator

[ADDRESS]


[SPONSOR]

[ADDRESS]


[DEPOSITOR]

[ADDRESS]


		Re:	[CERTIFICATE CAPTION] (the “Certificates”)



Ladies and Gentlemen:


This is delivered
to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to
[______] (the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [__]-RR and Class [__]-RR
Certificates]. The 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, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as
Operating Advisor and [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer. 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 that:


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Sponsor and the Transferor (the “Risk Retention Agreement”) and the Pooling and Servicing Agreement.



		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, to the Transferor’s knowledge (a) all of the conditions of Parts I and III of PTCE 95-60 will be
satisfied with respect to the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected
through Cantor Fitzgerald & Co., [OTHER UNDERWRITERS], [OTHER INITIAL PURCHASERS] or an Affiliate thereof.



		3.	Check one of the following:



☐        The
Transferor certifies, represents and warrants to you that:



    	 	C-6-1	 



     


    


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to a Majority-Owned Affiliate.



☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that:


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to subsequent Third Party Purchasers.



☐        The
Transfer will occur after the termination of the HRR Transfer Restriction Period.


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Sponsor and [check one of the following]:



☐        The
Sponsor has consented to the Transfer, a copy of which is attached hereto.


☐        At
least ten (10) Business Days have passed since the Sponsor’s receipt of such written notice, and the Sponsor has not responded
to the Transferor.


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit C-5. The Transferor does not know or believe that any
representation contained therein is false.



IN WITNESS WHEREOF,
the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.





	 	 	[TRANSFEROR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 









    	 	C-6-2	 



     


    


EXHIBIT C-7


FORM OF REQUEST OF SPONSOR CONSENT
FOR RELEASE OF THE HRR CERTIFICATES


[Date]






TO BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE
ADMINISTRATOR BY THIRD PARTY PURCHASER


[CERTIFICATE ADMINISTRATOR],

as Certificate Administrator

[ADDRESS]





TO BE SENT BY ELECTRONIC MAIL TO THE SPONSOR
BY [MASTER SERVICER]


[SPONSOR]

[ADDRESS]





[DEPOSITOR]


[ADDRESS]


		Re:	[CERTIFICATE CAPTION] (the “Certificates”)



Ladies and Gentlemen:


This is delivered
to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class
[__]-RR and Class [__]-RR Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination
of the Risk Retention Rule, request to convert such Class HRR Certificates to a Book-Entry Certificate pursuant to the enclosed
transfer certificate].


The 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, [CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor and [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement.


Add any further explanation for the
request for release [and conversion] below:



	 
	 
	 




    	 	C-7-1	 



     


    

	 
	 
	 
	 




The Third Party
Purchaser hereby requests your written consent to the Release [and conversion to a Book-Entry Certificate] .


IMPORTANT NOTICE: IF YOU
FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10 BUSINESS DAYS
AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE POOLING AND SERVICING
AGREEMENT.







    	 	C-7-2	 



     


    

The contact information of the
Certificate Administrator is:




[CERTIFICATE ADMINISTRATOR]

[ADDRESS]





	 	 	Sincerely,
	 	 	 
	 	 	[THIRD PARTY
PURCHASER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







	CONSENT TO RELEASE:	 
	 	 
	SPONSOR	 
	 	 
	 	 
	By:	 
	Name:   	 
	Title:     	 
	Email:	 








    	 	C-7-3	 



     


    

EXHIBIT D-1


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[CERTIFICATE ADMINISTRATOR’S
ADDRESS]


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel


		Re:	Transfer
of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates: Class [   ]



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of [______], 20[__] (the “Pooling and Servicing
Agreement”), entered into among CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master
servicer, [SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating advisor, [TRUSTEE], [ASSET REPRESENTATIONS
REVIEWER], as asset representations reviewer, as trustee, and [CERTIFICATE ADMINISTRATOR], as certificate administrator, paying
agent and custodian, on behalf of the holders of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates (the “Certificates”)
with respect to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”)
of [$_____ aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered
form (such registered interest, the “Certificate”). 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:


[For Institutional
Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” within the meaning of Rule 501
(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
or an entity in which all of the equity owners are such accredited investors (an “Institutional Accredited Investor”),
and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the
economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each
of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


[For Qualified
Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being





    	 	D-1-1	 



     


    

made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



		2.	The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s
own account or (b) for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the
meaning of, and in transactions complying with, Rule 144A promulgated under the Securities Act, (ii) entities qualifying as “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, or
any entity in which all of the equity owners are such accredited investors, or (iii) pursuant to any other exemption from the registration
requirements of the Securities Act, subject in the case of this clause (iii) 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 Certificate (and any subsequent Individual 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 Certificate (and any Certificate issued on transfer or exchange
thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction,
and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder
or unless an exemption from such registration or qualification is available.



		4.	The Purchaser has reviewed the applicable Private Placement Memorandum dated [______], 20[__],
relating to the Certificates (the “Private Placement Memorandum”) 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 Private Placement Memorandum.



		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 an Individual 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 Trustee, the Certificate
Administrator, the Certificate Registrar and all Certificateholders present and future.



		6.	The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance
with Section 5.02 of the Pooling and Servicing Agreement.



		7.	Check one of the following:




    	 	D-1-2	 



     


    


		☐	The Purchaser is a “U.S.
Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).



		☐	The Purchaser is not
a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate(s). The
Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), which identifies such
Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two
duly executed copies of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies of IRS Form W-8ECI
(or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original
issue discount on the 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 Registrar updated [IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or]* IRS Forms W-8ECI[,
as the case may be]*, any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.



For purposes of
this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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. 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 Certificates:**


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	Account number:	 
	 	 	 
	 	Institution	 



(b)       by
mailing a check or draft to the following address:





	 	 
	 	 






____________________


	*	Delete for Class [R].
	**	Only to be filled out by Purchasers of Individual Certificates.  Please select (a) or (b).










    	 	D-1-3	 



     


    




	 	 
	 	 
	 	 
	 	 






	 	 	Very truly yours,
	 	 	 
	 	 	[Purchaser]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: ____________, 20___	 








    	 	D-1-4	 



     


    


EXHIBIT D-2


FORM OF ERISA REPRESENTATION LETTER


[Date]


 


[CERTIFICATE ADMINISTRATOR’S
ADDRESS]


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel





		Re:	[NAME
OF ISSUING ENTITY] 
Commercial Mortgage Pass-Through Certificates, Class [ ]



Ladies and Gentlemen:



_______________
(the “Purchaser”) intends to purchase from _______________ (the “Seller”) [$_____ initial
Certificate Balance][ or _____% Percentage Interest] of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates,
Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement
dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), among CCRE Commercial Mortgage Securities,
L.P., as depositor, [MASTER SERVICER], as master servicer, [SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating
advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee, and [CERTIFICATE ADMINISTRATOR],
as certificate administrator, paying agent and custodian. All capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants
with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:


The Purchaser is
not and will not become (a) an employee benefit plan or other retirement arrangement, including an individual retirement account
or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local
law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), or (b) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s
investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA, or Similar Law), an insurance company using assets of separate accounts or general accounts which are deemed
pursuant to ERISA or any Similar Law to include assets of Plans, or other person acting on behalf of any such Plan or using the
assets of any such Plan, other than (except in the case of the [LOAN SPECIFIC CLASS], [ARD CLASS] and Class [R] Certificates) an
insurance company using the assets of its general account under 



    	 	D-2-1	 



     


    


circumstances whereby such purchase and the subsequent holding
of such Certificate by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407
of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law;
and


The Purchaser understands
that if the Purchaser is or becomes a person referred to in clause (a) or (b) above, except in the case of the [LOAN SPECIFIC CLASS],
[ARD CLASS] and Class [R] Certificates, which may not be transferred unless the transferee represents it is not such a person,
such Purchaser is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements
as may be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and
the Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result
in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any corresponding
provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar to any obligation
or liability (including obligations or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions of Counsel, officers’
certificates or agreements shall not be at the expense of the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar.


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on this ___ day of _____________, 20___ .





	 	 	Very truly yours,
	 	 	 
	 	 	[Purchaser]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	D-2-2	 



     


    


EXHIBIT E


FORM OF REQUEST FOR RELEASE





[Date]




[CERTIFICATE ADMINISTRATOR’S ADDRESS]





		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates



Dear __________________:


In connection with
the administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing Agreement,
the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian
with respect to the following described Mortgage Loan for the reason indicated below:





	 	Mortgagor’s
Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	Asset No.:	 




If only particular
documents in the Mortgage File are requested, please specify which:


Reason for requesting
file (or portion thereof):


	 	____    	1.	Mortgage Loan paid in full. Such [Master Servicer] [Special Servicer][Other Servicer][Other Special
Servicer] hereby certifies that all amounts received in connection with the Mortgage Loan have been or will be, following such
[Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other Special Servicer’s] release of the Mortgage
File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.



	 	____    	2.	The Mortgage Loan is being foreclosed.



	 	____    	3.	Other. (Describe)



The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the [Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you or your designee within
ten (10) days of our receipt thereof, unless [the [Other



    	 	E-1	 



     


    


Servicer][Other Special Servicer] requires such Mortgage File pursuant
to the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan has been paid in full or
otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the
Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will be returned when no longer required
by us for such purpose.


Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.





	 	 	[MASTER SERVICER][SPECIAL SERVICER]

                    [OTHER SERVICER][OTHER SPECIAL SERVICER]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	E-2	 



     


    


EXHIBIT F


SECURITIES LEGEND


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS [R] CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH
ACCREDITED INVESTORS, OR (4) (EXCEPT WITH RESPECT TO THE CLASS [R] CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.




    	 	F-1	 



     


    


EXHIBIT G


FORM OF REGULATION S TRANSFER CERTIFICATE


 


[CERTIFICATE ADMINISTRATOR’S
ADDRESS]





		Re:	Transfer
                                         of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Class [    ]



Ladies and Gentlemen:


This certificate is
delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling
and Servicing Agreement”), and executed in connection with the above referenced transaction, on behalf of the holders
of the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass Through Certificates, Class ☐ (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to                                      
(the “Transferee”) of $                    
Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or a beneficial
interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”)
maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred
interest, in either form, being the “Transferred Interest”).


In connection with
such transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with
Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


[(2)       at the time
the buy order was originated, the Transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the Transferee was an institution that was outside the United States;]*


[(2)       the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither there undersigned
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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


____________



* Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.








    	 	G-1	 



     


    


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	[Insert
Name of Transferor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: ____________, 20___	 







    	 	G-2	 



     


    

EXHIBIT H


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


(Exchanges or transfers pursuant to
Section 5.02(c)(ii)(A) of 

the Pooling and Servicing Agreement)





[CERTIFICATE ADMINISTRATOR’S
ADDRESS]


		Re:	Transfer
                                         of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Class [    ]



Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. 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 of Certificates (the “Certificates”) which are held in the form of Rule 144A Global
Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP No.                     )
to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


In connection with
such request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


(1)       the
offer of the Certificates was not made to a person in the United States,


[(2)       at the time
the buy order was originated, the transferee was an institution that was outside the United States or the Transferor and any persons
acting on its behalf reasonably believed that the Transferee was outside the United States,]**


[(2)       the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor nor


 


____________


	*	Select appropriate depository.
	**	Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.









    	 	H-1	 



     


    


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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	[Insert
Name of Transferor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: ____________, 20___	 








    	 	H-2	 



     


    

EXHIBIT I


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


[CERTIFICATE ADMINISTRATOR’S
ADDRESS]





		Re:	Transfer
                                         of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, Class [    ]






Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


The letter relates
to U.S. $                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A
Global Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate (Common Code
No.                     ).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance
on 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,


[(2)       at the time
the buy order was originated, the transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee was outside the United States,]*


[(2)       the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor nor


 


____________


	*	 Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.








    	 	I-1	 



     


    


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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	[Insert
Name of Transferor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: ____________, 20___	 








    	 	I-2	 



     


    

EXHIBIT J


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


(Exchange or transfers pursuant to
Section 5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


[CERTIFICATE ADMINISTRATOR’S ADDRESS]





		Re:	Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through
Certificates, Class [___]






Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to U.S. $___________ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the
form of the Regulation S Global Certificate (CUSIP No. ___________) with [Euroclear] [Clearstream]* (Common Code ___________
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No.
___________).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred
in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the
Securities Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with
respect to which the transferee exercises sole investment discretion and the transferee and any such account is “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 an jurisdiction.


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 


____________


	*	Select appropriate depositary.








    	 	J-1	 



     


    





	 	 	[Insert
Name of Transferor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: ____________, 20___	 








    	 	J-2	 



     


    


EXHIBIT K


FORM OF DISTRIBUTION DATE STATEMENT2


_________________


2 To be provided with the final Pooling and
Servicing Agreement for each offering.











    	 	K-1	 



     


    


EXHIBIT L-1A


FORM OF INVESTOR CERTIFICATION FOR
NON-BORROWER PARTY AND/OR THE RISK RETENTION CONSULTATION PARTY 

(FOR PERSONS OTHER THAN THE DIRECTING HOLDER, THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


[CERTIFICATE ADMINISTRATOR],

as Certificate Administrator

[ADDRESS]






		Re:	[CERTIFICATE CAPTION]






In accordance with
the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), by
and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE
ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor and [ASSET REPRESENTATIONS
REVIEWER], as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY] The undersigned is not a Borrower Party.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior



    	 	L-1A-1	 



     


    


written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.





BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.





	 	 	[Certificateholder][Beneficial Owner][Prospective

                    Purchaser][Companion Holder][Risk Retention

                    Consultation Party]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: _______________	 
	cc: [DEPOSITOR]	 








    	 	L-1A-2	 



     


    




EXHIBIT L-1B


FORM OF INVESTOR CERTIFICATION FOR
NON-BORROWER PARTY 

(FOR THE DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]





	
        [MASTER SERVICER]

        [ADDRESS]
	
        [CERTIFICATE ADMINISTRATOR]

        [ADDRESS]

	
         

        [SPECIAL SERVICER]

        [ADDRESS]
	
         

        [TRUSTEE]

        [ADDRESS]

	[OPERATING ADVISOR]
 [ADDRESS]	
        
 [ASSET REPRESENTATIONS REVIEWER]

        [ADDRESS]







		Re:	[CERTIFICATE CAPTION]






In accordance with
the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among
[DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor and [ASSET REPRESENTATIONS REVIEWER],
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


1.       The
undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder].


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in



    	 	L-1B-1	 



     


    


any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


8.       [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.





BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.






    	 	L-1B-2	 



     


    




	 	 	[Directing Holder][Controlling Class

                    Representative][Holder of the Majority of the

                    Controlling Class][Controlling Class Certificateholder]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: __________________	 
	cc: [DEPOSITOR]	 









    	 	L-1B-3	 



     


    

EXHIBIT L-1C


FORM OF INVESTOR CERTIFICATION FOR
BORROWER PARTY 

(FOR PERSONS OTHER THAN THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, CONTROLLING CLASS REPRESENTATIVE AND/OR
A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


[CERTIFICATE REGISTRAR]

[ADDRESS]


[MASTER SERVICER]
[ADDRESS]


[SPECIAL SERVICER]
[ADDRESS]





		Re:	[CERTIFICATE CAPTION]






In accordance with
the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among
[DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor and [ASSET REPRESENTATIONS REVIEWER],
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party.


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which



    	 	L-1C-1	 



     


    


the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.





BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.





	 	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: __________________	 
	cc: [DEPOSITOR]	 









    	 	L-1C-2	 



     


    

EXHIBIT L-1D


FORM OF INVESTOR CERTIFICATION FOR
BORROWER PARTY 

(FOR THE DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]






	
        [MASTER SERVICER]

        [ADDRESS]
	
        [CERTIFICATE ADMINISTRATOR]

        [ADDRESS]

	
         

        [SPECIAL SERVICER]

        [ADDRESS]
	
         

        [TRUSTEE]

        [ADDRESS]

	[OPERATING ADVISOR]
 [ADDRESS]	
        
 [ASSET REPRESENTATIONS REVIEWER]

        [ADDRESS]







		Re:	[CERTIFICATE CAPTION]






In accordance with
the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among
[DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE ADMINISTRATOR],
as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor and [ASSET REPRESENTATIONS REVIEWER],
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1. The undersigned
is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder].


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


3.       The
undersigned has received a copy of the Prospectus.


4.       [If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each
case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a



    	 	L-1D-1	 



     


    


Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.]


5.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


7.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient



    	 	L-1D-2	 



     


    


internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


9.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


10.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


11.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.





BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.





	 	 	[Directing Holder][Controlling Class

                    Representative][Holder of the Majority of the

                    Controlling Class][Controlling Class Certificateholder]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: __________________	 
	cc: [DEPOSITOR]	 









    	 	L-1D-3	 



     


    

EXHIBIT L-1E


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


[Date]






	
        [MASTER SERVICER]

        [ADDRESS]
	
        [CERTIFICATE ADMINISTRATOR]

        [ADDRESS]

	
         

        [SPECIAL SERVICER]

        [ADDRESS]
	
         

        [TRUSTEE]

        [ADDRESS]

	[OPERATING ADVISOR]
 [ADDRESS]	
        
 [ASSET REPRESENTATIONS REVIEWER]

        [ADDRESS]







		Re:	[CERTIFICATE CAPTION]






THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE [CERTIFICATE CAPTION], REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 4.02(b) OF THE POOLING AND SERVICING AGREEMENT.


In accordance with
Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.                 
The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):





	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.






    	 	L-1E-1	 



     


    


3.                 
If the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative,
then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an
“Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation
Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its
website as a special notice.


4.                 
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


6.                 
The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its






    	 	L-1E-2	 



     


    


Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


8.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


9.                 
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


10.             
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit L-1F to
the Pooling and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges
that it is not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination
of the related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section
4.02(b) of the Pooling and Servicing Agreement.


11.             
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.






    	 	L-1E-3	 



     


    


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	[Controlling Class Representative][Holder of the

                    majority of the Controlling Class][Controlling Class

                    Certificateholder]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: __________________	 
	cc: [DEPOSITOR]	 









    	 	L-1E-4	 



     


    

EXHIBIT L-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


[Date]


Via: Email


[CERTIFICATE ADMINISTRATOR]
 [ADDRESS]





		Re:	[CERTIFICATE CAPTION]






In accordance with
Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


1.                 
The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


3.                 
The following USER IDs for [CERTIFICATE ADMINISTRATOR’S WEBSITE] are affiliated with the undersigned and access to
any information on the Certificate Administrator’s Website with respect to the [CERTIFICATE CAPTION] securitization should
be revoked as to such users:


	 
	 
	 
	 




4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an






    	 	L-1F-1	 



     


    


Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit L-1B to the Pooling and Servicing Agreement.


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	[Controlling Class Representative][Holder of the

                    majority of the Controlling Class][Controlling

                    Class Certificateholder]

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: _________________	 
	cc: [DEPOSITOR]	 






	The undersigned hereby acknowledges that

access to [CERTIFICATE ADMINISTRATOR’S WEBSITE] has been revoked for

the users listed in Paragraph 3.






	[CERTIFICATE ADMINISTRATOR]



	 
	 	 
	 	 
	Name:   	 
	Title:     	 








    	 	L-1F-2	 



     


    

EXHIBIT L-1G


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE


 


[Date]






	
        [MASTER SERVICER]

        [ADDRESS]
	
        [CERTIFICATE ADMINISTRATOR]

        [ADDRESS]

	
         

        [SPECIAL SERVICER]

        [ADDRESS]
	
         

        [TRUSTEE]

        [ADDRESS]

	[OPERATING ADVISOR]
 [ADDRESS]	
        
 [ASSET REPRESENTATIONS REVIEWER]

        [ADDRESS]







		Re:	[CERTIFICATE CAPTION]






In accordance with
Section 3.29 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


4.       [For
use with any party other than the initial Controlling Class Representative] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.






    	 	L-1G-1	 



     


    


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	Controlling
Class Representative
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: _________________	 
	cc: [DEPOSITOR]	 









    	 	L-1G-2	 



     


    


EXHIBIT L-1H


 


Form
of Certification of the risk retention CONSULTATION PARTY


[Date]


 






	
        [MASTER SERVICER]

        [ADDRESS]
	
        [CERTIFICATE ADMINISTRATOR]

        [ADDRESS]

	
         

        [SPECIAL SERVICER]

        [ADDRESS]
	
         

        [TRUSTEE]

        [ADDRESS]

	[OPERATING ADVISOR]
 [ADDRESS]	
        
 [ASSET REPRESENTATIONS REVIEWER]

        [ADDRESS]







		Re:	[CERTIFICATE CAPTION], RR Interest






In accordance with
Section 3.29 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	[RISK RETENTION
CONSULTATION PARTY]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Dated: _________________	 
	cc: [DEPOSITOR]	 








    	 	L-1H-1	 



     


    


EXHIBIT L-2


FORM OF FINANCIAL MARKET PUBLISHER
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.






In connection with
the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates (the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement, dated as of [______], 20[__] (the
“Pooling and Servicing Agreement”), entered into between CCRE Commercial Mortgage Securities, L.P., as
depositor, [MASTER SERVICER], as master servicer, [SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating advisor,
[ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee, and [CERTIFICATE ADMINISTRATOR], as
certificate administrator, paying agent and custodian, the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg Financial
Markets, L.P., Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation, Markit Group Limited, Moody’s Analytics,
RealINSIGHT or Thomson Reuters Corporation, a market data provider that has been given access to the Distribution Date Statements,
CREFC® reports and supplemental notices delivered or made available pursuant to Section 4.02 of the Pooling and
Servicing Agreement to Privileged Persons on [WEBSITE] (the “Website”) by request of the Depositor.



		2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have
recertified that the representation above remains true and correct.



		3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



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.







    	 	L-2-1	 



     


    


EXHIBIT M


FORM OF NOTIFICATION FROM CUSTODIAN






[DATE]


To
the Persons Listed on the attached Schedule A


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates



Ladies and Gentlemen:


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that, based
upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set
forth on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii)
has not been recorded or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule,
(iv) appears not to be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise
defaced, in each case as more fully described on the attached defect schedule.


The Custodian has
no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid,
binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable,
to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person
executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.


Capitalized words
and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	[CUSTODIAN], as Custodian
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	M-1	 



     


    


SCHEDULE A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel


[OPERATING ADVISOR’S ADDRESS]


[MASTER SERVICER’S
ADDRESS]


[SPECIAL SERVICER’S
ADDRESS]


[TRUSTEE’S ADDRESS]


[CERTIFICATE ADMINISTRATOR’S
ADDRESS]


To the applicable Mortgage Loan Seller:


Cantor Commercial Real Estate Lending

110 East 59th Street

New York, New York 10022

Attention: General Counsel


[LOAN SELLER’S ADDRESS]







    	 	M-2	 



     


    


DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN







    	 	M-3	 



     


    


EXHIBIT N-1


FORM OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]



[               ]

[               ]

[               ]

Attention: [               ]


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates



In accordance with
Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each Mortgage Loan
listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the documents specified
in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its behalf and
appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule
attached hereto, and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and 2.01(a)(xix) of
the Pooling and Servicing Agreement have been received, have been executed, appear to be what they purport to be, purport to be
recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	[CUSTODIAN],
as Custodian
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	N-1-1	 



     


    


SCHEDULE A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


MORTGAGE LOAN SCHEDULE







    	 	N-1-2	 



     


    


EXHIBIT N-2


FORM OF POST-CLOSING CUSTODIAN CERTIFICATION


[Date]



[               ]

[               ]

[               ]

Attention: [               ]


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to
                                         [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates



In accordance with
Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the Pooling and
Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule
A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement
and the documents referred to in clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement
and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement)
referred to in Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred to in Section 2.01(a)(iv),
(vi), (viii), (ix), (x), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing Agreement, as identified to
it in writing by the related Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File
have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and
have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	[CUSTODIAN],
as Custodian
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	N-2-1	 



     


    


SCHEDULE A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


MORTGAGE LOAN SCHEDULE







    	 	N-2-2	 



     


    


EXHIBIT O


FORM OF TRUSTEE BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (The “Trust”)


The undersigned, __________,
a __________ of [TRUSTEE], on behalf of [TRUSTEE], as trustee (the “Trustee”), under that certain Pooling and
Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), entered into among
CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer, [SPECIAL SERVICER], as special
servicer, [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE],
as trustee, and [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”)
, paying agent and custodian, certifies to [       ], CCRE Commercial Mortgage Securities,
L.P. and its officers, directors and affiliates, to the extent that the following information is within the Trustee’s normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will
rely upon this certification, that:


		1.	I am responsible for reviewing the activities performed by the Trustee and based on my knowledge
and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled
its obligations in all material respects under the Pooling and Servicing Agreement; and



		2.	The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed
securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in
such annual report on Form 10-K.







    	 	O-1	 



     


    


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.



Dated: _________________





	 	 	[TRUSTEE]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	O-2	 



     


    


EXHIBIT P


FORM OF CUSTODIAN BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (The “Trust”)


The undersigned, __________,
a __________ of [CUSTODIAN], on behalf of [CUSTODIAN], as custodian (in such capacity, the “Custodian”), under
that certain Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
entered into among CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer, [SPECIAL SERVICER],
as special servicer, [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer,
[TRUSTEE], as trustee, and [CERTIFICATE ADMINISTRATOR], as certificate administrator, paying agent and custodian (in such capacity
as certificate administrator, the “Certificate Administrator”), certifies to [       ],
CCRE Commercial Mortgage Securities, L.P. and its officers, directors and affiliates, to the extent that the following information
is within the Custodian’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:


		1.	I am responsible for reviewing the activities performed by the Custodian and based on my knowledge
and the compliance reviews conducted in preparing the Custodian compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has
fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



		2.	The report on assessment of compliance with servicing criteria applicable to the Custodian for
asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related
attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report
on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has
been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.







    	 	P-1	 



     


    


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[CUSTODIAN]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	P-2	 



     


    


EXHIBIT Q


FORM OF CERTIFICATE ADMINISTRATOR
BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (The “Trust”)


The undersigned, __________,
a __________ of [CERTIFICATE ADMINISTRATOR], on behalf of [CERTIFICATE ADMINISTRATOR], as certificate administrator, (in such capacity,
the “Certificate Administrator”), paying agent and custodian, under that certain Pooling and Servicing Agreement,
dated as of [______], 20[__] (the “Pooling and Servicing Agreement”), entered into among CCRE Commercial Mortgage
Securities, L.P., as depositor (the “Depositor”), [MASTER SERVICER], as master servicer (the “Master
Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”), [OPERATING ADVISOR],
as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee (in such capacity,
the “Trustee”), and [CERTIFICATE ADMINISTRATOR], as certificate administrator, paying agent and custodian, certifies
to [       ], CCRE Commercial Mortgage Securities, L.P. and its officers, directors and
affiliates, to the extent that the following information is within the Certificate Administrator’s normal area of responsibilities
and duties under the Pooling and Servicing Agreement, 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___] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the 







    	 	Q-1	 



     


    

		 	Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer and the Depositor.


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[CERTIFICATE
ADMINISTRATOR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	Q-2	 



     


    

EXHIBIT R


FORM OF OPERATING ADVISOR BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (the “Trust”)


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Operating Advisor Reports”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the operating advisor information contained in the Operating Advisor 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 reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.







    	 	R-1	 



     


    



Capitalized terms used but not defined
herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[OPERATING
ADVISOR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	R-2	 



     


    

EXHIBIT S


FORM OF ASSET REPRESENTATIONS REVIEWER
BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (the “Trust”)


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Asset
Representations Reviewer Reports”) have been submitted by the Asset Representations Reviewer to the Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the asset representations reviewer information contained in the Asset Representations
Reviewer 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 reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year
________ have been provided all information relating to the Asset Representations Reviewer’s assessment of compliance with
the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and



		4.	The report on assessment of compliance with servicing criteria applicable to the Asset Representations
Reviewer for asset-backed securities with respect to the Asset Representations Reviewer or any Servicing Function Participant retained
by the Asset Representations Reviewer and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.







    	 	S-1	 



     


    



Capitalized terms used but not defined
herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[ASSET REPRESENTATIONS REVIEWER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










    	 	S-2	 



     


    

EXHIBIT T


FORM OF MASTER SERVICER BACKUP CERTIFICATION


[NAME OF ISSUING
ENTITY] (the “Trust”)


I, [identify the certifying
individual], a [_______________] of [MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”)
under that certain Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
entered into among CCRE Commercial Mortgage Securities, L.P., as depositor, the Master Servicer, [SPECIAL SERVICER], as special
servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER],
as asset representations reviewer, [TRUSTEE], as trustee, [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, on behalf of the Master Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other
Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, all servicing information and all reports
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate
Administrator for inclusion in these reports;



		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by
the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



		3.	I am, or a servicing officer 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 annual compliance
reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of
Regulation AB with respect to the Master Servicer, and except 







    	 	T-1	 



     


    


		 	as disclosed in the compliance certificate delivered by the Master
Servicer under Section 10.11 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 report applies;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and







		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other Trustee not retained by the master
servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification
under the foregoing clauses (2) and (3) with respect to the information in the Servicing Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement or by any Other Servicer, Other Special
Servicer or Other Trustee.


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[MASTER SERVICER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	T-2	 



     


    

EXHIBIT U


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


[NAME OF ISSUING ENTITY] (the “Trust”)


I, [identify the certifying
individual], a [_______________ ] of [SPECIAL SERVICER], as special servicer
(the “Special Servicer”) under that certain Pooling and Servicing Agreement dated as of [______], 20[__] (the
“Pooling and Servicing Agreement”), entered into between CCRE Commercial Mortgage Securities, L.P., as depositor,
[OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee,
[CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, and [MASTER SERVICER], as master servicer (the “Master Servicer”), on behalf of
the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports required to be submitted by the Special Servicer to the
Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
“Special Servicer Reports”) have been submitted by the Special Servicer to the Master Servicer, the Depositor,
the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by these reports;



		3.	I am, or an officer 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 annual compliance reviews
conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect
to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section
10.11 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 report applies;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order 







    	 	U-1	 



     


    

		 	to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and



		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[SPECIAL
SERVICER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










    	 	U-2	 



     


    

EXHIBIT V


FORM OF SUB-SERVICER BACKUP CERTIFICATION


[NAME OF ISSUING
ENTITY] (the “Trust”)


As contemplated by Section 10.08 of
that certain Pooling and Servicing Agreement dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer (in such capacity,
the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”),
[OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee,
and [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, [identify the certifying individual], a                     
of                     ,
a                     
[corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage
Loans and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name
of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing
Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);



		2.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator
pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer
to the Certificate Administrator for inclusion in these reports;



		3.	Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports
required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) have been submitted by the Sub-Servicer to the Master Servicer;



		4.	Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports;








    	 	V-1	 



     


    



		5.	Based upon my knowledge and the annual compliance review performed as required under Section [__]
of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the
Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;



		6.	[I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB
with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material
respects in the year which such report applies];



		7.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		8.	The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for
asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



Capitalized terms used but not defined
herein have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing Agreement, then the meanings
set forth in the Pooling and Servicing Agreement.


Dated: _________________





	 	 	[INSERT NAME OF SUB-SERVICER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	V-2	 



     


    


EXHIBIT W


FORM OF SARBANES-OXLEY CERTIFICATION


I, [identify the certifying
individual], certify that:


1.       I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the [NAME OF ISSUING ENTITY] (the “Exchange Act periodic reports”);


2.       Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


4.       Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements 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.







    	 	W-1	 



     


    


In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [MASTER SERVICER], [SPECIAL SERVICER],
[TRUSTEE], [CERTIFICATE ADMINISTRATOR], [OPERATING ADVISOR], [ASSET REPRESENTATIONS REVIEWER] and [list any sub-servicers].





Dated: _________________





	 	 	[_____]

(Senior officer in charge of securitization of the depositor)
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	W-2	 



     


    


EXHIBIT X


MORTGAGE LOAN SELLER SUB-SERVICERS



 


	Mortgage Loan	Sub-Servicer Name
	 	 






    	 	X-1	 



     


    

EXHIBIT Y


MORTGAGE LOANS WITH EARNOUT/HOLDBACK
PROVISIONS 






	[_____]
	 
	 
	 








    	 	Y-1	 



     


    


EXHIBIT Z


FORM OF NRSRO CERTIFICATION


[Date]





[CERTIFICATE ADMINISTRATOR’S ADDRESS]





		Re:	[NAME OF ISSUING
                                         ENTITY] Commercial Mortgage Pass-Through Certificates






In accordance with
the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Agreement”), and executed in connection
with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


1.         (a)       The undersigned
is a Rating Agency; or


(b)       The
undersigned is a nationally recognized statistical rating organization and has provided the Depositor with the appropriate certifications
under Exchange Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant to the Agreement
to certain information (the “Information”) on such 17g-5 website pursuant to the provisions of the Agreement,
and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained from the Depositor’s
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s Website.


2.                 
The undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during
the most recently ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities
and money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior
to the year covered by the SEC Certification, if it accessed such information for 10 or more issued securities or money market
instruments.


3.                 
The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.



    	 	Z-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.






	 	 	[IDENTIFY
PARTY]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	Z-2	 



     


    


EXHIBIT AA-1


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel


		Re:	CCRE Commercial
                                         Mortgage Securities, L.P., [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through
                                         Certificates



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 [______], 20[__] (the “Pooling
and Servicing Agreement”), and executed with respect to the above-referenced transaction. 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 Depositor, that:


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________
is the Master Servicer (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 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.






    	 	AA-1-1	 



     


    




	 	 	Very truly
yours,
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	AA-1-2	 



     


    


EXHIBIT
AA-2


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel


[MASTER SERVICER’S ADDRESS]


		Re:	CCRE
                                         Commercial Mortgage Securities, L.P., [NAME OF ISSUING ENTITY]
 Commercial Mortgage
                                         Pass-Through Certificates



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 [______], 20[__] (the “Pooling
and Servicing Agreement”), and executed with respect to the above-referenced transaction. 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 with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (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 W-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received
a certificate from the






    	 	AA-2-1	 



     


    


prospective transferee substantially
in the form attached as Exhibit W-2 to the Pooling and Servicing Agreement.


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (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






    	 	AA-2-2	 



     


    


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 holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder 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 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 Persons’ 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(a) 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:     
	 	 	 	 







    	 	AA-2-3	 



     


    


EXHIBIT BB


FORM OF OPERATING ADVISOR ANNUAL REPORT





Report Date: Report
will be delivered annually no later than [INSERT DATE].

Transaction: CCRE Commercial Mortgage Securities, L.P., [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates

Operating Advisor: [OPERATING ADVISOR]

Special Servicer: [SPECIAL SERVICER]

Controlling Class Representative: [_____]






I. Executive
Summary 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of [______], 20[__] (the “Pooling and Servicing
Agreement”), between CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer,
[SPECIAL SERVICER], as special servicer, [TRUSTEE], as trustee, [CERTIFICATE ADMINISTRATOR], as certificate administrator, paying
agent and custodian, and [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations
reviewer, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer's operational
activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect to the resolution
and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.


No information or
any other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement.
This Operating Advisor Annual Report sets forth the Operating Advisor's assessment of the Special Servicer's performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution
and liquidation of Specially Serviced Loans during the prior calendar year.


Subject to the restrictions
in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i)
from the Servicing Standard and (ii) from the Special Servicer's obligations under the Pooling and Servicing Agreement with respect
to the resolution or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements described
in the Pooling and Servicing Agreement.


In connection with
the assessment set forth in this report, the Operating Advisor:


		1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section
10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



Operating Advisor
Actions:






    	 	BB-1	 



     


    


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Operating
Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



Operating Advisor
Actions:


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Operating Advisor and the following issues were noted therein: [ ]



Operating Advisor
Actions:


Based on such review
and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling
and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer's
compliance with its obligations under the Pooling and Servicing Agreement.


Qualifications related
to the work product undertaken and opinions related to this report:


1.       The
Operating Advisor did not participate in, or have access to, the Special Servicer's and Controlling Class Representative's discussion(s)
regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling Class Representative
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 restrictions limit the Operating Advisor's ability to outline herein 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. However, all such information
is considered in preparing this report.


4.       There
are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but
are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer's
operational compliance with respect to those types of actions.


5.       The
Operating Advisor is not empowered to 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.






    	 	BB-2	 



     


    


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.






	 	 	[OPERATING ADVISOR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	BB-3	 



     


    


EXHIBIT CC


ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA FAX TO (410)715-2380 AND VIA
EMAIL TO 
cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE 
ADDRESSES IMMEDIATELY BELOW**


 


[CERTIFICATE ADMINISTRATOR’S ADDRESS]




CCRE Commercial Mortgage Securities, L.P.,

as Depositor

110 East 59th Street

New York, New York 10022

Attention: General Counsel


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure Required **



Ladies and Gentlemen:


In accordance with Section [10.06][10.07][10.09]
of the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer (in such capacity,
the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”),
[OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer, [TRUSTEE], as trustee,
and [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, 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:






    	 	CC-1	 



     


    


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:



Any inquiries related to this notification
should be directed to ____________,
phone number: ____________;
email address: ____________.





	 	 	[NAME OF
PARTY], as [role]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 










    	 	CC-2	 



     


    

EXHIBIT DD





	FORM OF POWER OF ATTORNEY TO THE MASTER
SERVICER AND SPECIAL SERVICER
	RECORDING REQUESTED BY:
	{insert address}
	SPACE ABOVE THIS LINE FOR RECORDER’S USE




LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that [TRUSTEE],
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business
at [ADDRESS] as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of [______],
20[__] (the “Pooling and Servicing Agreement”) between CCRE Commercial Mortgage Securities, L.P., as Depositor,
[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”), [SPECIAL SERVICER], as Special
Servicer (the “Special Servicer”), [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, Paying Agent and
Custodian, [TRUSTEE], as trustee, [OPERATING ADVISOR], as Operating Advisor, and [ASSET REPRESENTATIONS REVIEWER], as asset representations
reviewer, on behalf of [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates (the “Trust”)
and the Trustee hereby constitutes and appoints the [Master Servicer] [Special Servicer], by and through the [Master Servicer’s]
[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 the mortgage loans (the “Mortgage Loans”) serviced
by the Servicer and the properties (“Properties”) administered by the [Master Servicer] [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
and Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.



		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



		2.	The modification or re-recording of a mortgage, deed of trust or other security document, where said modification or re-recording
is solely for the purpose of correcting the mortgage, deed of trust or such other security document to conform same to the original
intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that (i) said
modification or re-recording, in either instance, does not adversely affect the lien of the mortgage, deed of trust or such other
security document as insured and 







    	 	DD-1	 



     


    

		 	(ii) otherwise conforms to the provisions of the Agreement.



		3.	The subordination of the lien of a mortgage, deed of trust or other security document to an easement in favor of a public utility
company of a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution
of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.



		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



		5.	The completion of loan assumption agreements.



		6.	The full satisfaction/release of a mortgage, deed of trust or other security document or full conveyance upon payment and discharge
of all sums secured thereby, including, without limitation, cancellation of the Note.



		7.	The assignment of any mortgage, deed of trust or other security document and the Note, in connection with the repurchase of
the Mortgage Loan secured and evidenced thereby.



		8.	The full assignment of a mortgage, deed of trust or other security document upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the Note.



		9.	The full enforcement of and preservation of the Trustee’s interests in the Note, mortgage, deed of trust or other security
document, 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 or other security document, in accordance
with state law or other applicable law and the deed of trust;



		b.	the preparation and issuance of statements of breach or non-performance;



		c.	the preparation and filing of notices of default and/or notices of sale;



		d.	the cancellation/rescission of notices of default and/or notices of sale;



		e.	the taking of deed in lieu of foreclosure;







    	 	DD-2	 



     


    


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting the Note, mortgage, deed of trust or other security document;





		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;





		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and





		i.	the preparation and execution of such other documents and performance of such other actions as may
be necessary under the terms of the mortgage, deed of trust, other security document, state law or other applicable law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.




		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:





		a.	listing agreements;





		b.	purchase and sale agreements;





		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted
to purchase same;




		d.	escrow instructions; and





		e.	any and all documents necessary to effect the transfer of property.



		11.	The modification or amendment of escrow agreements established for repairs to a 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 the related Mortgaged Property, consents
to 







    	 	DD-3	 



     


    

		 	any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Property (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of the related Mortgaged Property or the replacement of asset managers) or REO Property, documents exercising any or all of the
rights, powers and privileges granted or provided to the holder of the Mortgage Loan 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 related Mortgaged Property or REO Property,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents.



The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


This appointment is to be construed and interpreted
as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it
give rise to, and it is not to be construed as a general power of attorney.


Solely to the extent that the [Master Servicer]
[Special Servicer] has the power to delegate its rights or obligations under the Agreement, the [Master Servicer] [Special Servicer]also
has the power to delegate the authority given to it by [TRUSTEE], as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The [Master Servicer] [Special Servicer]'s attorneys-in-fact shall have no greater authority than that
held by the [Master Servicer] [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 [Master Servicer] [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 [Master
Servicer] [Special Servicer] receives any notice of suit, litigation or proceeding in the name of [TRUSTEE], then the [Master Servicer]
[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 [Master Servicer] [Special Servicer] under the Agreement or to allow the [Master Servicer]
[Special Servicer] to take any action with respect to the mortgage, deed of trust, other security document or Note not authorized
by the Agreement.






    	 	DD-4	 



     


    


The [Master Servicer] [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 the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the [Master Servicer] [Special Servicer]. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


This Limited Power of Attorney is entered into
and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


Third parties without actual notice may rely
upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney
shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by
the undersigned.


IN WITNESS WHEREOF, [TRUSTEE], as Trustee for
the registered Holders of the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates, 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 the registered holders
of the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates

	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 






	Witness:	 
	 	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 








    	 	DD-5	 



     


    

EXHIBIT EE


FORM OF NON-SERVICED MORTGAGE LOAN
NOTIFICATION


[Other Servicer]
 [ADDRESS]


[Other Special Servicer]
 [ADDRESS]


[Other Trustee]
 [ADDRESS]


The trust fund formed
in connection with the issuance of the [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates (the “Trust
Fund”) is the Note [__] Holder, as such term is defined under the Agreement between Noteholders, dated as of [__], between
[__], as each of the [__] Holder and the [__] Holder (the “[__] Intercreditor Agreement”). In connection with
the deposit of the Note [__] of the [__] Whole Loan into the Trust Fund, attached is an executed copy of the related pooling and
servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant
to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in the [__] Intercreditor Agreement.
Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder
and the Rating Agencies are as set forth on Schedule I attached here.


The [__]Whole Loan
is being serviced pursuant to the terms of a pooling and servicing agreement dated ☐, between [__], as depositor, [__], as master
servicer, [__], as special servicer, [__], as operating advisor, [__], as asset representations reviewer, and [__], as certificate
administrator and trustee (the “Other Pooling and Servicing Agreement”). [__], as certificate administrator
for the registered holders of the Trust Fund, hereby directs the applicable parties to the Other Pooling and Servicing Agreement
as follows:



(i)       [__],
as master servicer under the Other Pooling and Servicing Agreement, shall remit no later than one (1) Business Day after the Determination
Date all amounts payable in accordance with the [__] Intercreditor Agreement and the Other Pooling and Servicing Agreement due
to the Note [__] Holder of the [__] Whole Loan on such days as specified in the Other Pooling and Servicing Agreement to [__],
as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached hereto in accordance with the
terms of the Other Pooling and Servicing Agreement; and


(ii)       [other
Master Servicer] and [other Certificate Administrator], as applicable, shall forward, deliver or otherwise make available, as the
case may be, all reports, statements, documents, communications and other information that are to be forwarded,






    	 	EE-1	 



     


    


delivered or otherwise
made available to the holder of Note [__] of the [__] Whole Loan in accordance with the [__] Intercreditor Agreement and the Other
Pooling and Servicing Agreement to [__], as master servicer of the Trust Fund, no later than one (1) Business Day after the Determination
Date.


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting. This notification serves as notice of request for delivery of
all Exchange Act reporting items deliverable to us pursuant to the terms of the Other Pooling and Servicing Agreement.


Thank you for your
attention to this matter.





	 	 	[__], as Certificate Administrator
for the Holders of the ☐ Pass-Through Certificates
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	EE-2	 



     


    


SCHEDULE I


TO FORM OF NOTICE FROM THE CERTIFICATE ADMINISTRATOR


REGARDING [NON-SERVICED WHOLE LOAN]





CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel


[OTHER SECURITIZATION PARTY ADDRESSES]


[RATING AGENCY ADDRESSES WITH RESPECT TO
THE WHOLE LOANS]







    	 	EE-3	 



     


    

SCHEDULE II 


TO FORM OF NOTICE FROM THE CERTIFICATE ADMINISTRATOR


REGARDING [NON-SERVICED WHOLE LOAN] 


 


	 	Account number:	Collection Account
	 	 	 
	 	Account #:	[______]
	 	 	 
	 	Title:	[____], on behalf of [___], as Trustee, in trust for Holders of [OTHER SECURITIZATION]
	 	 	 
	 	Location:	[___]









    	 	EE-4	 



     


    

EXHIBIT FF


FORM OF COMPANION LOAN NOTEHOLDER
CERTIFICATION


[Date]


[MASTER SERVICER’S ADDRESS]


[CERTIFICATE ADMINISTRATOR’S ADDRESS]





		Re:	[NAME OF ISSUING ENTITY] – Companion Loan






In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement (the “Agreement”),
dated as of [______], 20[__], between CCRE Commercial Mortgage Securities, L.P., as depositor, [MASTER SERVICER], as master servicer,
[SPECIAL SERVICER], as special servicer, [OPERATING ADVISOR], as operating advisor, [ASSET REPRESENTATIONS REVIEWER], as asset
representations reviewer, [TRUSTEE], as trustee, and [CERTIFICATE ADMINISTRATOR], as certificate administrator, paying agent and
custodian, with respect to any Companion Loan (as defined in the Agreement), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Companion Loan Noteholder (as defined in the Agreement).


2.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


3.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


4.       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 officer, as of the day and year written above.





	 	 	[Companion
Loan Noteholder]
	 	 	 	 
	 	 	By:	 
	 	 	 	Title:   
	 	 	 	Company:    
	 	 	 	Phone:    








    	 	FF-1	 



     


    

EXHIBIT GG


FORM OF NOTICE OF EXCHANGE OF THE
EXCHANGEABLE CERTIFICATES


[Date]


[Certificateholder Letterhead]


[CERTIFICATE ADMINISTRATOR’S ADDRESS]


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: General Counsel





		Re:	CCRE Commercial
                                         Mortgage Securities, L.P., Commercial Mortgage Pass-Through Certificates, [NAME OF ISSUING
                                         ENTITY]



Ladies and Gentlemen:


Pursuant to the terms
of the Pooling and Servicing Agreement, dated as of [______], 20[__] (the “Pooling and Servicing Agreement”),
entered into 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.


[[If Applicable] Our
Depository participant number is [________].]


Capitalized terms used in
this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.





	Sincerely,	 
	 	 
	[________]	 







    	 	GG-1	 



     


    




	 	 
	By:	 
	Name:   	 
	Title:     	 
	 	 
	 	 
	[Medallion Stamp Guarantee]	 








    	 	GG-2	 



     


    


Schedule I to Exhibit GG


	
        Exchangeable
        Certificates to be Surrendered
	
        Exchangeable
        Certificates to be Received 

	
        CUSIP
	
        Outstanding
        Certificate Balance
	
        Initial
        Certificate Balance
	
        CUSIP

	 	 	 	 








    	 	GG-3	 



     


    


EXHIBIT HH


ASSET REVIEW REPORT3


To: [Addresses of Recipients]





		Re:	[CERTIFICATE CAPTION]



Ladies and Gentlemen:


In accordance
with Section 11.01 of the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.





	 	1.	As described in the summary scorecard
    attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance
    with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
    of [•] Test failures]  with respect to the Delinquent Mortgage Loans.






	 	2.	A conclusion by the ARR of a Test pass
    or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect,
    or (ii) whether the Trust should enforce any rights it may have against the Mortgage Loan Seller. In addition, the Tests may
    not be sufficient to determine every instance of noncompliance.






	 	3.	The ARR, other than forwarding this
    Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further
    action with respect to the aforementioned Asset Review Report Summary.






	 	4.	Capitalized words and phrases used herein
    shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.








_________________

3  This report is an indicative report,
and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject
to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged
Information.







    	 	HH-1	 



     


    





	 	 	[ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 








    	 	HH-2	 



     


    


 


Exhibit A


 


Summary Scorecard


[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	[__]	Lease Estoppels	[__]
	[__]	Due on Sale or Encumbrance	[__]


 



    	 	HH-3	 



     


    


EXHIBIT II


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]







    	 	II-1	 



     


    


EXHIBIT JJ


[RESERVED]






    	 	JJ-1	 



     


    


EXHIBIT KK


FORM OF CERTIFICATE ADMINISTRATOR
RECEIPT OF THE HRR CERTIFICATES


[DATE]









	
        [DEPOSITOR]

        [ADDRESS]
	
        [SPONSOR]

        [ADDRESS]

	
         

        [THIRD PARTY PURCHASER]

        [ADDRESS]
	
         

         

         








		Re:	[CERTIFICATE CAPTION]






In accordance with
Section 5.01(j) of the Pooling and Servicing Agreement, dated as of [DATE] (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the Third Party Purchaser
Safekeeping Account $[____] of the Class [__]-RR and Class [__]-RR Certificates in the form of Definitive Certificates (CUSIP No.
[______]), for the benefit of [THIRD PARTY PURCHASER], the initial Third Party Purchaser as the registered holder thereof. A copy
of such Certificates is attached as Exhibit A-1. Payments on the Certificates will be made to the registered holder in accordance
with the Pooling and Servicing Agreement.


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Agreement.





	 	 	[CERTIFICATE
ADMINISTRATOR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	KK-2	 



     


    


EXHIBIT LL


FORM OF CERTIFICATE ADMINISTRATOR
RECEIPT OF THE HRR CERTIFICATES UPON TRANSFER


[DATE]





	
        [DEPOSITOR]

        [ADDRESS]
	
        [SPONSOR]

        [ADDRESS]

	
         

        [THIRD PARTY PURCHASER]

        [ADDRESS]
	
         

         

         






		Re:	[CERTIFICATE CAPTION]



In accordance with
Section 5.02(m) of the Pooling and Servicing Agreement, dated as of [DATE] (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the Third Party Purchaser
Safekeeping Account $[____] of the Class [__]-RR and Class [__]-RR Certificates in the form of Definitive Certificates (CUSIP No.
[______]), for the benefit of [______________], the registered holder of such Certificate. A copy of such Certificates is attached
as Exhibit A-1. Payments on the Certificates will be made to the registered holder in accordance with the Pooling and Servicing
Agreement.


Capitalized terms
used but not defined herein shall the respective meanings set forth in the Agreement.





	 	 	[CERTIFICATE
ADMINISTRATOR]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:   
	 	 	 	Title:     
	 	 	 	 







    	 	LL-1	 



     


    


SCHEDULE I


DIRECTING CERTIFICATEHOLDERS





	Mortgage Loan	Directing Certificateholder	Contact Information
	All Mortgage Loans (other than the [NON-SERVICED WHOLE LOAN])	[DIRECTING CERTIFICATEHOLDER]	[_____]
	NON-SERVICED WHOLE LOAN	[_____]	[_____]




    	 	Sch. I-1	 



     


    


SCHEDULE II


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


The assessment of
compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria”
(with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it is performing and
for which the party that retained such Servicing Function Participant is responsible). In addition, this Schedule II shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Schedule II forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of the Pooling and Servicing
Agreement.


	Relevant Servicing Criteria	Applicable Party(ies)
	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.	Cert. Admin.

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.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master Servicer

Special Servicer

Certificate Administrator
	 	Cash Collection and Administration	 







    	 	Sch. II-1	 



     


    




	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	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
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert. Admin.
	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.	Trustee

Master Servicer

Special Servicer
	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.	Cert. Admin.

Master Servicer

Special Servicer
	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 Securities Exchange Act.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin.

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 







    	 	Sch. II-2	 



     


    




	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	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 Master Servicer.	Cert. Admin.

Operating Adv. 

(excluding clauses (C) and (D) in the case of the Operating Adv.)
	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.	Cert. Admin.
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin.

 
	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.	Cert. Admin.
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer

Special Servicer







    	 	Sch. II-3	 



     


    


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	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 Adv.
	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







    	 	Sch. II-4	 



     


    


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A





At all times that the Master
Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.






    	 	Sch. II-5	 



     


    


SCHEDULE III


CLASS [A-SB] PLANNED PRINCIPAL
BALANCE SCHEDULE


	
        Period
	
        Balance
        ($)
	
        Period
	
        Balance
        ($)
	
        Period
	
        Balance
        ($)

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 







    	 	Sch. III-1	 



     


    


SCHEDULE IV


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 10.06 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator 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 financial statements required to be provided in connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, 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 [NAME OF ISSUING ENTITY] Pooling and Servicing
Agreement, each of the Certificate Administrator, the Paying Agent, 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: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	
        ·    Each Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans)

        ·    Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ·    Depositor

        ·    Certificate Administrator

        ·    Asset Representations Reviewer

        ·    Each Mortgage Loan Seller (only with respect to 1121(c)(2))

	Item 2: Legal Proceedings:

Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·    Master Servicer (as to itself)

        ·    Special Servicer (as to itself)

        ·    Trustee (as to itself)

        ·    Certificate Administrator (as to itself)

        ·    Depositor (as to itself)








    	 	Sch. IV-1	 



     


    




	 	
        ·    Any other Reporting Servicer (as to itself)

        ·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·    Each Mortgage Loan Seller

        ·    Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	Item 3:  Sale of Securities and Use of Proceeds	
        ·    Depositor

	Item 4:  Defaults Upon Senior Securities	
        ·    Certificate Administrator

        ·    Trustee

	Item 5:  Submission of Matters to a Vote of Security Holders	
        ·    Certificate Administrator

	Item 6:  Significant Obligors of Pool Assets	
        ·    Master Servicer

	Item 7: Change in Sponsor Interest in the Securities:

Item 1124 of Regulation AB	
        ·    Each Mortgage Loan Seller

	Item 7:  Significant Enhancement Provider Information	
        ·    N/A

	Item 8:  Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	
        ·    Any party responsible for disclosure items on Form 8-K to the extent of such items

	Item 10:  Exhibits	
        ·    Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ·    Certificate Administrator (Monthly Statement to Certificateholders)








    	 	Sch. IV-2	 



     


    


SCHEDULE 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 10.07 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the
case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, 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 [NAME OF ISSUING ENTITY] Pooling and Servicing
Agreement, each of the Certificate Administrator, the Paying Agent, 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 (information required to be disclosed on Form 8-K that was not properly disclosed)	
        ·    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 1112(b)(1) of Regulation AB	
        ·    Master Servicer

	Additional Item:
 Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	
        ·    N/A








    	 	Sch. V-1	 



     


    





	Additional Item:
 Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·    Master Servicer (as to itself)

        ·    Special Servicer (as to itself)

        ·    Certificate Administrator (as to itself)

        ·    Trustee (as to itself)

        ·    Depositor (as to itself)

        ·    Operating Advisor (as to itself)

        ·    Asset Representations Reviewer (as to itself)

        ·    Any other Reporting Servicer (as to itself)

        ·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·    Each Mortgage Loan Seller

        ·    Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)








    	 	Sch. V-2	 



     


    






	Additional Item:

Disclosure per Item 1119 of Regulation AB	
        ·    Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with
        the Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·    Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a)
        with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·    Certificate Administrator (as to itself) (to the extent material to Certificateholders)

        ·    Trustee (as to itself) (to the extent material to Certificateholders)

        ·    Depositor (as to itself)

        ·    Depositor (as to the Trust)

        ·    Each Mortgage Loan Seller

        ·    Operating Advisor (as to itself)

        ·    Asset Representations Reviewer (as to itself)

        ·    Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)








    	 	Sch. V-3	 



     


    


SCHEDULE VI


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 10.09 of the Pooling
and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent,
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 [NAME OF ISSUING
ENTITY] Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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



Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.  



Examples: servicing agreement, custodial agreement.



Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	
        ·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)

	Item 1.02- Termination of a Material Definitive Agreement
 

Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.     	
        ·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust  (only as to the agreements such entity is a party to or entered into on behalf of the Trust)








    	 	Sch. VI-1	 



     


    





	Item on Form 8-K	Party Responsible 
	Examples: servicing agreement, custodial agreement.	
         

         

	Item 1.03- Bankruptcy or Receivership	
        ·    Depositor

        ·    Each Mortgage Loan Seller

	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement



Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	
        ·    Depositor

        ·    Certificate Administrator

	Item 3.03- Material Modification to Rights of Security Holders



Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	
        ·    Certificate Administrator

	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year



Disclosure is required of any amendment “to the governing documents of the issuing entity”.	
        ·    Depositor

	Item 5.06 – Change in Shell Company Status	
        ·    Depositor

	Item 5.07 – Submission of Matters to a Vote of Security Holders	
        ·    Depositor

	Item 5.08 – Shareholder Director Nomination	
        ·    Depositor

	Item 6.01- ABS Informational and Computational Material	
        ·    Depositor

	Item 6.02- Change of Servicer or Trustee 



Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	
        ·    Master Servicer (as to itself or a servicer retained by it)

        ·    Special Servicer (as to itself or a servicer retained by it)

        ·    Certificate Administrator (as to itself or an entity retained by it)

        ·    Trustee









    	 	Sch. VI-2	 



     


    





	Item on Form 8-K	Party Responsible 
	 	
        ·    Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	
        ·    Master Servicer or Special Servicer, as applicable

	Reg AB disclosure about any new Trustee is also required.	
        ·    Trustee

	Reg AB disclosure about any new Certificate Administrator is also required.	
        ·    Certificate Administrator

	Item 6.03- Change in Credit Enhancement or Other External Support	
              N/A

	Item 6.04- Failure to Make a Required Distribution	
        ·    Certificate Administrator

	Item 6.05- Securities Act Updating Disclosure



If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	
        ·    Depositor

	Item 7.01- Regulation FD Disclosure	
        ·    Depositor

	Item 8.01 – Other Events



Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	
        ·    Depositor

	Item 9.01 – Financial Statements and Exhibits	
        ·    Responsible party for reporting/disclosing the financial statement or exhibit





    	 	Sch. VI-3	 



     


    

SCHEDULE VII


INITIAL SERVICED COMPANION LOAN NOTEHOLDERS





	Serviced Companion Loan	Initial Noteholders	Address
	[SERVICED COMPANION LOAN]	[______]	[_____]
	 	 




    	 	Sch. VII-1	 



     


    

SCHEDULE VIII


CONTACT INFORMATION FOR THE OTHER 17G-5 INFORMATION
PROVIDER





	Other 17g-5 Information Provider	Transaction	Contact Information
	[OTHER 17G-5 INFORMATION PROVIDER]	[OTHER SECURITIZATION]	[______]







    	 	Sch. VIII-1